EXHIBIT 10.5



                              FIRST AMENDMENT
                                  OF THE
           SKY FINANCIAL GROUP, INC. PROFIT SHARING AND 401(K) PLAN

             (As Amended and Restated Effective January 1, 1999)


      WHEREAS, Sky Financial Group, Inc. (the "Company") maintains the Sky
Financial Group, Inc. Profit Sharing and 401(k) Plan (the "Plan"); and

      WHEREAS, the Company previously amended the Plan and now considers it
desirable to further amend the Plan;

      NOW, THEREFORE, pursuant to the power reserved to the Company by Section
10.01 of the Plan, and by virtue of the authority delegated to the undersigned
officer by resolution of the Company's Board of Directors, the Plan, as
previously amended, is hereby further amended, effective as of June 30, 1999,
in the following particulars:

      1.   By substituting the following for the second paragraph of the
Introduction section the Plan:

      "Under the January 1, 1999, amendment and restatement of the Plan, a
portion of the Plan (the 'ESOP Portion') was invested in Qualifying Employer
Securities (as defined in Code Section 4975(e)(8)), and designed to qualify as
a stock bonus plan and an employee stock ownership plan under Code Section
4975(e)(7) and the regulations thereunder.  Effective June 30, 1999, the ESOP
Portion of the Plan was spun-off and merged into the Sky Financial Group, Inc.
Employee Stock Ownership Pension Plan (the 'Sky ESOP Pension Plan').

      The frozen Mid Am, Inc. Profit Sharing Plan (the 'Frozen Plan') was
merged into this Plan.  Participants with Frozen Plan accounts were allowed to
direct the investment of their Frozen Plan account balances between Sky
Financial Group, Inc. common stock and a special investment portfolio
maintained by a trustee.  Effective September 30, 1999, the portion of the Plan
containing Participant Frozen Plan accounts invested in Sky Financial Group,
Inc. common stock was spun-off and merged into the Sky ESOP Pension Plan.  In
addition, effective September 30, 1999, each Participant with a Frozen Plan
account invested in the special investment portfolio is allowed to direct the
investment of that account into the Investment Funds offered in accordance with
Article IX of the Plan."

      2.   By deleting Section 1.13 of the Plan in its entirety, and
renumbering the remaining Sections in Article I accordingly.

      3.   By deleting Section 1.25 in its entirety, and renumbering the
remaining Sections in Article I accordingly.

      4.   By substituting the following for the second paragraph of Section
3.01 of the Plan:




      "Prior to January 1, 1999, Employers' Profit Sharing Contributions were
made and invested solely in Qualifying Employer Securities.  On and after
January 1, 1999, Employers' Profit Sharing Contributions may be made in cash.
Each Participant's Profit Sharing Contributions Account as of December 31, 1998
(including any Profit Sharing Contribution for the 1998 Plan Year), was renamed
the Participant's 'ESOP Account' effective January 1, 1999, and a new Profit
Sharing Contributions Account was established for each Participant on January
1, 1999, pursuant to Section 4.01.  Effective June 30, 1999, the portion of the
Plan consisting of all ESOP Accounts was spun off from this Plan and merged
into the Sky Financial Group, Inc. Employee Stock Ownership Pension Plan."

      5.   By adding the following paragraph to Section 3.03 of the Plan,
immediately preceding Section 3.03(a) thereof:

      "Notwithstanding the foregoing, any eligible Participant who does not
make Compensation Deferral Contributions of at least three percent (3%) during
a pay period because such Participant has already made Compensation Deferral
Contributions for the Plan Year up to the limit prescribed under Code Section
402(g) shall receive a Matching Contribution for that pay period as if such
Participant had made the Compensation Deferral Contributions already
contributed to the Plan for that Plan Year ratably over the pay periods
occurring during the Plan Year."

      6.   By adding the following to the Plan as a new Section 3.08,
immediately following Section 3.07 thereof:

      "3.08  Spin-off of ESOP Portion Effective June 30, 1999.  Prior to June
30, 1999, a portion of the Plan (the 'ESOP Portion' was invested in Qualifying
Employer Securities (as defined in Code Section 4975(e)(8), and designed to
qualify as a stock bonus plan and an employee stock ownership plan under Code
Section 4975(e)(7) and the regulations thereunder.  Effective June 30, 1999,
the ESOP Portion was spun-off from this Plan and merged into the Sky Financial
Group, Inc. Employee Stock Ownership Pension Plan."

      7.   By adding the following to the Plan as a new Section 3.09,
immediately following Section 3.08 thereof:

      "3.09  Spin-off of Certain Frozen Plan Accounts Effective September 30,
1999.  The frozen Mid Am, Inc. Profit Sharing Plan (the 'Frozen Plan') was
merged into the Plan.  Participants with Frozen Plan accounts were allowed to
direct the investment of their Frozen Plan account balances between Sky
Financial Group, Inc. common stock and a special investment portfolio
maintained by a trustee.  Effective September 30, 1999, the portion of the Plan
containing Frozen Plan accounts invested in Sky Financial Group, Inc. common
stock was spun-off and merged into the Sky Financial Group, Inc. Employee
Stock Ownership Pension Plan.  In addition, effective September 30, 1999,
Participants with Frozen Plan accounts invested in the special investment
portfolio are allowed to direct the investment of those accounts into the
Investment Funds offered in accordance with Article IX."

      8.   By substituting the following for Section 4.01 of the Plan:

      "4.01  Participant Accounts.  The Plan Administrator shall direct the
Trustee to maintain such separate Accounts for each Participant as the Plan
Administrator shall from time to time determine, including the following:


            (a)   Profit Sharing Contributions Account.   The amount of
the Employer's contribution to the Trust Fund pursuant to Section 3.04
hereof and allocated pursuant to Section 4.02(a) hereof, together with such
Participant's share of all income, gains and accumulations therefrom, shall be
credited and losses debited to each Participant's Profit Sharing Contributions
Account.

            (b)   Compensation Deferral Contributions Account.  Compensation
Deferral Contributions authorized by each Participant and contributed by the
Employer pursuant to Section 3.02 hereof, together with such Participant's
share of all income, gains and accumulations therefrom, shall be credited and
losses debited to each Participant's Compensation Deferral Contributions
Account.

            (c)   Matching Contributions Account.  Matching Contributions made
by the Employer pursuant to Section 3.03 hereof, together with such
Participant's share of all income, gains and accumulations therefrom, shall be
credited and losses debited to such Participant's Matching Contributions
Account.

            (d)   Prior Plan Account.  Amounts transferred from a previous
qualified plan of an Employer, together with such Participant's share of
income, gains and accumulations therefrom, shall be credited and losses debited
to each Participant's Prior Plan Account.

            (e)   Rollover Contributions Account.  Rollover Contributions made
by a Participant pursuant to Section 3.05 hereof, together with such
Participant's shares of all income, gains and accumulations therefrom, shall be
credited and losses debited to such Participant's Rollover Contributions
Account.

            (f)   Frozen Plan Account.  Amounts transferred to this Plan as
a result of the merger of the [frozen Mid Am, Inc. Profit Sharing Plan] into
this Plan, and remaining in this Plan under the terms of Section 3.09,
together with such Participant's share of income, gains and accumulations
therefrom, shall be credited and losses debited to each Participant's Frozen
Plan Account.

      Said Profit Sharing Contributions Account, Compensation Deferral
Contributions Account, Matching Contributions Account, Prior Plan Account,
Rollover Contributions Account and Frozen Plan Account will sometimes
hereinafter be collectively referred to as 'Accounts.'"

      9.   By deleting Section 6.08 of the Plan in its entirety, and by
renumbering the remaining Sections of Article VI accordingly.

      10.  By deleting Section 9.03 of the Plan in its entirety, and by
renumbering the remaining Sections of Article IX accordingly.

      11.  By substituting the following for Section 9.04 of the Plan:

      "9.04   Participants' Right to Vote Company Stock.  Each Participant
shall be entitled to direct the exercise of voting rights with respect to the
Company Stock deemed owned by the Participant's Accounts pursuant to the
Participant's investments in the Company Stock Fund.  The Company shall
provide to each Participant materials pertaining to the exercise of such rights
containing all the information distributed to shareholders as part of its
distribution of such information to shareholders.  A Participant shall have the
opportunity to exercise any such rights within the same time period as
shareholders of the Company.  In the exercise of voting rights, shares of
Company Stock for which no voting instructions are received and shares of
Company Stock that are not allocated to any Participant's Account shall be
voted in the same ratio for the election of directors and for and against each
other issue as the applicable vote directed by Participants with respect to
shares of Company Stock."

      12.  By deleting Section 9.05 of the Plan in its entirety.

      13.  By substituting "6.09" for "6.10" where the latter reference appears
in Section 12.05 of the Plan.

      14.  By substituting the following for Section 13.01(j) of the Plan:

      "(j)   Loans may be made either from a Participant's (i) Compensation
Deferral Contributions Account or (ii) Profit Sharing Account, Matching
Contributions Account, Prior Plan Account, Rollover Contributions Account and
Frozen Plan Account.  A loan shall be repaid into the Account from which it was
made.  A Participant may have only one loan outstanding at a time from either
set of Accounts, subject to the overall limits of Section 13.01(a).  [A
Participant can receive only one loan from the Plan in any 12 consecutive month
period.]"

      15.  By deleting Section 13.03 of the Plan in its entirety, and
renumbering the remaining Sections in Article XIII accordingly.

      16.  By deleting Article XV of the Plan in its entirety.


                        *            *            *


      IN WITNESS WHEREOF, on behalf of the Company, the undersigned officer has
executed this amendment this 21st day of October 1999.



                             SKY FINANCIAL GROUP, INC.

                             /s/  W. Granger Souder

                             By:  W. Granger Souder

                            Its:  Executive Vice President / General Counsel





















            SKY FINANCIAL GROUP, INC. PROFIT SHARING AND 401(K) PLAN


              (As Amended and Restated Effective January 1, 1999)

















































                                 EXECUTION PAGE



      IN WITNESS WHEREOF, on behalf of Sky Financial Group, Inc., the
undersigned officer has executed this amendment and restatement of the Sky
Financial Group, Inc. Profit Sharing and 401(k) Plan, effective January 1,
1999.

      Dated this 30th day of December 1998.



                             SKY FINANCIAL GROUP, INC.

                             /s/  W. Granger Souder

                             By:  W. Granger Souder

                            Its:  Executive Vice President / General Counsel


                                            (Seal)






























Sky Financial Group, Inc. Profit Sharing and 401(k) Plan

(As Amended and Restated Effective January 1, 1999)


Table of Contents



INTRODUCTION ...........................................   1

ARTICLE I.
DEFINITIONS ............................................   1
1.01  Annual Compensation ..............................   1
1.02  Annuity Starting Date ............................   2
1.03  Applicable Period ................................   2
1.04  Break in Service .................................   2
1.05  Code .............................................   2
1.06  Company ..........................................   2
1.07  Company Stock ....................................   2
1.08  Disability .......................................   3
1.09  Employee .........................................   3
1.10  Employer .........................................   3
1.11  Entry Date .......................................   3
1.12  ERISA ............................................   3
1.13  ESOP .............................................   3
1.14  Hour of Service ..................................   4
1.15  Named Fiduciary ..................................   4
1.16  Normal Retirement Age ............................   4
1.17  Normal Retirement Date ...........................   4
1.18  Participant ......................................   4
1.19  Plan .............................................   4
1.20  Plan Administrator ...............................   5
1.21  Plan Year ........................................   5
1.22  Qualified Election ...............................   5
1.23  Qualified Joint and Survivor Annuity .............   5
1.24  Qualified Pre-Retirement Survivor Annuity ........   5
1.25  Qualifying Employer Securities ...................   5
1.26  Related Entity ...................................   5
1.27  Trust ............................................   5
1.28  Trustee ..........................................   5
1.29  Trust Fund .......................................   5
1.30  Valuation Date ...................................   5
1.31  Year of Service ..................................   6

ARTICLE II.
ELIGIBILITY ............................................   7
2.01  Eligibility ......................................   7
2.02  Eligibility Upon Re-Employment ...................   7
2.03  Participation Upon Change of Job Status ..........   7





ARTICLE III.
CONTRIBUTIONS ..........................................   8
3.01  Employer Contributions ...........................   8
3.02  Compensation Deferral Contributions ..............   8
3.03  Matching Contributions ...........................   9
3.04  Profit Sharing Contributions .....................  10
3.05  Rollover Contributions ...........................  10
3.06  Special Rules Relating to Veterans Re-Employment
         Rights Under USERRA ...........................  10
3.07  Automatic Compensation Deferral Contributions ....  11

ARTICLE IV.
ALLOCATIONS ............................................  13
4.01  Participant Accounts .............................  13
4.02  Allocation of Profit Sharing Contributions .......  13
4.03  Allocation of Compensation Deferral
         Contributions .................................  14
4.04  Allocation of Matching Contributions .............  14
4.05  Allocation of Investment Gain or Loss ............  14
4.06  Allocation of Cash Dividends .....................  14
4.07  Valuations .......................................  14
4.08  Allocation of Gain or Loss .......................  14
4.09  Annual Report to Participants ....................  15

ARTICLE V.
BENEFITS TO PARTICIPANTS ...............................  16
5.01  Upon Retirement or Disability ....................  16
5.02  Upon Death .......................................  16
5.03  Nonforfeitable Interest Upon Termination
         of Employment .................................  16
5.04  October 2, 1998 Change In Control ................  17
5.05  Forfeiture Upon Termination of Employment ........  17

ARTICLE VI.
DISTRIBUTIONS ..........................................  19
6.01  Commencement of Benefits .........................  19
6.02  Payment of Benefits: Pre-1999 Participants .......  19
6.03  Payment of Benefits: Post-1998 Participants ......  19
6.04  Optional Forms of Benefit ........................  20
6.05  Definitions ......................................  20
6.06  Mandatory Commencement of Benefits ...............  22
6.07  Distributions After Death of a Participant .......  23
6.08  Special ESOP Distribution Requirements ...........  24
6.09  Right to Have Accounts Transferred ...............  25
6.10  Restrictions on Distributions of Compensation
         Deferral Contributions ........................  26

ARTICLE VII.
LIMITATION ON CONTRIBUTIONS AND BENEFITS ...............  27
7.01  Definitions ......................................  27
7.02  Limitation on Annual Additions ...................  27
7.03  Limitation of Benefits Under All Plans ...........  28





ARTICLE VIII.
NONDISCRIMINATION REQUIREMENTS .........................  28
8.01  Definitions ......................................  28
8.02  Nondiscrimination Requirements for Compensation
         Deferral Contributions ........................  31
8.03  Nondiscrimination Requirements for Matching
         Contributions and Employee Contributions ......  32
8.04  Multiple Use Limitation ..........................  33
8.05  Distribution Rules for Excess Contributions
         and Excess Aggregate Contributions ............  33

ARTICLE IX.
TRUST FUND AND INVESTMENT FUNDS ........................  35
9.01  Individual Investment Funds ......................  35
9.02  Individual Investment Funds ......................  35
9.03  Cash Dividend Option .............................  35
9.04  Participants' Right to Vote Company Stock ........  36
9.05  Diversification of Employer Securities
         Investments ...................................  36

ARTICLE X.
AMENDMENT OR TERMINATION ...............................  38
10.01  Amendment .......................................  38
10.02  Plan Termination or Discontinuance
          of Contributions .............................  38
10.03  Merger, Consolidation or Transfer of Assets .....  38

ARTICLE XI.
ADMINISTRATION .........................................  39
11.01  Plan Administrator's Powers and Duties ..........  39
11.02  Records and Reports .............................  39
11.03  Committee .......................................  39
11.04  Payment of Expenses .............................  40
11.05  Claims Procedure ................................  40

ARTICLE XII.
PARTICIPATING EMPLOYERS ................................  41
12.01  Commencement ....................................  41
12.02  Termination .....................................  41
12.03  Single Plan .....................................  41
12.04  Delegation of Authority .........................  41
12.05  Disposition of Assets or Subsidiary .............  41

ARTICLE XIII.
LOANS AND IN-SERVICE WITHDRAWALS .......................  42
13.01  Loans To Participants ...........................  42
13.02  Hardship Distributions ..........................  43
13.03  In-Service Distributions for Certain
          Participants .................................  43
13.04  In-Service Withdrawals Relating to
          The Adrian State Bank Plan ...................  44






ARTICLE XIV.
MISCELLANEOUS ..........................................  45
14.01  Participant's Rights ............................  45
14.02  Assignment or Alienation of Benefits ............  45
14.03  Reversion of Funds to Employer ..................  45
14.04  Action By Company ...............................  46
14.05  Allocation of Responsibilities ..................  46
14.06  Construction of Plan ............................  46
14.07  Gender and Number ...............................  46
14.08  Headings ........................................  46
14.09  Voting Company Stock ............................  46
14.10  Payment of Expenses .............................  47
14.11  Incapacity ......................................  47
14.12  Employee Data ...................................  47
14.13  Reduction for Overpayment .......................  47
14.14  Invalidity of Certain Provisions ................  47
14.15  Plan Supplements ................................  47

ARTICLE XV.
EXEMPT LOAN ............................................  48
15.01  Definition of Exempt Loan .......................  48
15.02  Requirements for an Exempt Loan .................  48
15.03  Right of First Refusal ..........................  48
15.04  Annual Additions ................................  49

ARTICLE XVI.
TOP HEAVY PROVISIONS ...................................  50
16.01  Definitions .....................................  50
16.02  Determination of Top Heavy Status ...............  50
16.03  Combination of Defined Benefit and Defined
          Contribution Plan ............................  51
16.04  Minimum Contribution ............................  51
16.05  Minimum Vesting .................................  52

























Sky Financial Group, Inc. Profit Sharing and 401(k) Plan

(As Amended and Restated Effective January 1, 1999)



INTRODUCTION

      Prior to October 2, 1998, Mid Am, Inc. ("Mid Am") maintained the Mid Am,
Inc. Profit Sharing and 401(k) Plan.  Mid Am merged into Citizens Bancshares,
Inc. ("Citizens") effective October 2, 1998 (the "Merger Date"), with the
resulting corporation renamed Sky Financial Group, Inc. (the "Company").  The
Company became the sponsor of the Plan on the Merger Date, and hereby amends
and restates the Plan effective January 1, 1999.  Effective on the January 1,
1999 amendment and restatement date, the eligible employees of Citizens and The
Ohio Bank, and the eligible employees of their respective subsidiaries, become
eligible to participate in the Plan.

      The Company intends a portion of this Plan (the "ESOP Portion") that
contains the ESOP Accounts to be an employee stock ownership plan under Code
Section 4975(e)(7) and the regulations thereunder.  The ESOP Portion is
intended to be invested primarily in qualifying employer securities as defined
in ERISA Section 407(d)(5), including Qualifying Employer Securities.  At any
time, up to 100% of the assets of the ESOP Portion may be invested in
qualifying employer securities as defined in ERISA Section 407(d)(5), including
Qualifying Employer Securities.

      The Plan was originally established as the Mid American National Bank &
Trust Company Profit Sharing Retirement Plan, effective January 1, 1966.
Effective July 1, 1989, Mid Am assumed sponsorship of the Plan and changed the
name of the Plan to the Mid Am, Inc.  Employee Stock Ownership and Savings
Plan.  Mid Am last amended and restated the Plan effective January 1, 1995.

      The Company intends that the Plan, together with the Trust Agreement,
meet all the pertinent requirements of the Internal Revenue Code of 1986, as
amended, and the Employee Retirement Income Security Act of 1974, as amended,
and shall be interpreted, wherever possible, to comply with the terms of the
Code and ERISA.


ARTICLE I
DEFINITIONS

      In addition to other terms defined elsewhere in this Plan document, the
following terms shall have the following meanings:

      1.01   Annual Compensation.  "Annual Compensation" means a Participant's
earned income, wages, salaries, fees for professional services, and other
amounts received for personal services actually rendered in the course of
employment with the Employers (including, but not limited to, commissions paid
to salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses), but excluding the
following:

            (1)   Employer contributions to a plan of deferred compensation,
including this Plan, that are not included in the Employee's gross income for
the taxable year in which contributed, Employee contributions under a
simplified employee pension plan to the extent such contributions are
deductible by the Employee or any distributions from a plan of deferred
compensation.

            (2)   amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;

            (3)   amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option;

            (4)   reimbursements or other expense allowances, fringe benefits
(cash and noncash), moving expenses, deferred compensation and welfare benefits
(even if included in gross income); and

            (5)   other amounts that received special tax benefits or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Code Section 403(b)
(whether or not the amounts are actually excludible from the gross income of
the Employee).

Annual Compensation includes a Participant's voluntary reductions in cash
consideration made in accordance with arrangements established by the Employer
under Code Section 125 and Code Section 401(k).

      In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the Annual
Compensation of each Employee taken into account under the Plan shall not
exceed the OBRA '93 annual compensation limit.  The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner of Internal
Revenue for the cost-of-living in accordance with Code Section 401(a)(17)(B).
The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding twelve (12) months, over which Compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than twelve (12) months, the OBRA '93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.  Any reference in this Plan to the limitation under Code Section
401(a)(17) shall mean the OBRA '93 annual compensation limit set forth in this
provision.

      1.02   Annuity Starting Date.  "Annuity Starting Date" is defined in
Section 6.05.

      1.03   Applicable Period.  The "Applicable Period" is defined in Section
6.05.

      1.04   Break in Service.  "Break in Service" means a Plan Year in which
an Employee has not completed more than 500 Hours of Service.

      1.05   Code.  "Code" means the Internal Revenue Code of 1986, as amended.

      1.06   Company.  "Company" means Sky Financial Group, Inc.

      1.07   Company Stock.  "Company Stock" means the common stock of Sky
Financial Group, Inc.

      1.08   Disability.  "Disability" means a permanent physical or mental
condition of a Participant resulting from a bodily injury or disease or mental
disorder that renders the Participant eligible for a disability award under the
Social Security Act.

      1.09  Employee.  "Employee" means each and every person employed by an
Employer in a common law employer-employee relationship; provided that, only
individuals who are paid as common law employees from the payroll of an
Employer shall be deemed to be Employees for purposes of the Plan.  No person
who is an independent contractor shall be eligible to participate in this Plan.
No person who is a "leased employee" shall be eligible to participate in this
Plan.  "Leased employee" shall mean any person who is not an Employee but who
provides services to an Employer if:

            (a)   such services are provided pursuant to an agreement between
the Employer and any leasing organization;

            (b)   such person has performed services for the Employer (or for
the Employer and any related person within the meaning of Section 414(n)(6) of
the Code) on a substantially full-time basis for a period of at least one (1)
year; and

            (c)   such services are performed under the primary direction or
control of the Employer.

      Except as provided below, a "leased employee" shall be treated as an
employee of an Employer for nondiscrimination testing and other purposes
specified in Code Section 414(n).  However, contributions or benefits provided
by the leasing organization, which are attributable to services performed for
an Employer, shall be treated as provided by the Employer.  A "leased employee"
shall not be treated as an employee if such "leased employee" is covered by a
money purchase pension plan of the leasing organization, and the number of
leased employees does not constitute more than twenty percent (20%) of the
Employers' "non-highly compensated work force" as defined by Code Section
14(n)(5)(C).  The money purchase pension plan of the leasing organization must
provide benefits equal to or greater than: (i) a non-integrated employer
contribution rate of at least ten percent (10%) of compensation, (ii) immediate
participation, and (iii) full and immediate vesting.

      1.10   Employer.  "Employer" means any Related Entity with respect to the
Company that adopts this Plan pursuant to Article XII.  The term also includes
the Company, unless the context otherwise requires.

      1.11   Entry Date.  "Entry Date" means the first day of each calendar
month in the Plan Year.

      1.12   ERISA.  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

      1.13   ESOP.  "ESOP" means an Employee Stock Ownership Plan as defined in
Code Section 4975(e)(7).

      1.14   Hour of Service.  "Hour of Service" means:

      (a)   Each hour for which an Employee is directly or indirectly paid or
entitled to payment by either the Company or the Employer for the performance
of duties;

      (b)   Each hour for which an Employee is directly or indirectly paid, or
entitled to payment, by either the Company or the Employer for reasons (such as
vacation, sickness, disability, or similar leave of absence) other than for the
performance of duties, and for military leaves, maternity/paternity leaves or
leaves for jury duty; and

      (c)   Each hour for which back pay, irrespective of mitigation of
damages, has been either awarded or agreed to by either the Company or the
Employer provided that the same Hours of Service shall not be credited under
this Section (c) and Sections (a) or (b) above, as the case may be.

      (d)   An Employee shall also be credited with one Hour of Service for
each hour that otherwise would normally have been credited to the Employee but
during which such Employee is absent from work for any period (i) by reason of
the Employee's pregnancy, (ii) by reason of the birth of the Employee's child,
(iii) by reason of the placement of a child with such Employee in connection
with an adoption of such child by the Employee or (iv) for purposes of caring
for a child for a period beginning immediately following birth or placement,
provided that an Employee shall be credited with no more than 501 Hours of
Service on account of any single continuous period of absence by reason of any
such pregnancy, birth or placement and provided further that Hours of Service
credited to an individual on account of such a period of absence shall be
credited only for the Break in Service computation period in which such absence
begins if an Employee would otherwise fail to be credited with 501 or more
Hours of Service in such period or, in any other case, in the immediately
following computation period.

      Hours of Service computed hereunder shall be computed in accordance with
Section 2530.200 b-2 (b) and (c) of the Department of Labor Regulations, which
is incorporated herein by reference.  In no event shall more than 501 Hours of
Service be credited for any one continuous period of absence during or for
which the employee receives payment for nonperformance of duties whether or not
such period occurs in a single computation period.

      1.15   Named Fiduciary.  "Named Fiduciary" means a fiduciary named in
this document, or who, pursuant to a procedure specified in the Plan, is
identified as a Named Fiduciary.

      1.16   Normal Retirement Age.  "Normal Retirement Age" means age sixty-
five (65) years.

      1.17   Normal Retirement Date.  "Normal Retirement Date" means the first
day of the month coinciding with or next following the date on which a
Participant attains Normal Retirement Age.

      1.18   Participant.  "Participant" means an Employee who has satisfied
the eligibility requirements for the participation in the Plan.

      1.19   Plan.  "Plan" means the Sky Financial Group, Inc. Profit Sharing
and 401(k) Plan.

      1.20   Plan Administrator.  "Plan Administrator" means the Company,
unless the Company has appointed a Committee as the Plan Administrator pursuant
to Article XI hereof.  The Plan Administrator shall be the Plan's Named
Fiduciary.  The Plan Administrator shall have no responsibility for the custody
or management of the Trust Fund.

      1.21   Plan Year.  "Plan Year" means the 12-month period beginning on
January 1 and ending on the following December 31 of each year.

      1.22   Qualified Election.  "Qualified Election" is defined in Section
6.05.

      1.23   Qualified Joint and Survivor Annuity.  "Qualified Joint and
Survivor Annuity" is defined in Section 6.05.

      1.24   Qualified Pre-Retirement Survivor Annuity.  "Qualified Pre-
Retirement Survivor Annuity" is defined in Section 6.05.

      1.25   Qualifying Employer Securities.  "Qualifying Employer Securities"
means an Employer security that is common stock issued by the Company having a
combination of voting power and dividend rights equal to or in excess of the
class of Company common stock having the greatest voting power and the class of
Company common stock having the greatest dividend rights.

      1.26   Related Entity.  "Related Entity" means: (i) all corporations that
are members with the Company in a controlled group of corporations within the
meaning of Code Section 1563(a), determined without regard to Code Sections
1563(a)(4) and (e)(3)(c); (ii) all trades or businesses (whether or not
incorporated) that are under common control with the Company as determined by
regulations promulgated under Code Section 414(c); (iii) all trades or
businesses that are members of an affiliated service group with the Company
within the meaning of Code Section 414(m); and (iv) any other entity required
to be aggregated with the Company in accordance with regulations under Code
Section 414(o); provided, however, for purposes of Article VII, the definition
shall be modified to substitute the phrase "more than 50%" for the phrase "at
least 80%" each place it appears in Code Section 1563(a)(1).  The term "Related
Entity" shall include the predecessor of the Company and any Related Entity.

      1.27   Trust.  "Trust" means one or more Trusts established to fund the
Plan.  The Trustee shall receive any contributions paid to it.  All
contributions so received together with the income therefrom shall be held,
managed and administered in the Trust pursuant to the terms of the Plan.

      1.28   Trustee.  "Trustee" means such individuals or entities, appointed
by the Company, which have authority and discretion to manage and control all
or a specified portion of the assets of the Plan.  Any Trustee shall be a Named
Fiduciary.

      1.29   Trust Fund.  "Trust Fund" means all assets of whatever kind or
nature held by the Trustee pursuant to the terms of the Plan, unless indicated
otherwise.  The Trust Fund may consist of more than one trust agreement with
more than one Trustee."

      1.30   Valuation Date.  "Valuation Date" shall mean each business day on
which the Nasdaq Stock Market is open.

      1.31   Year of Service.  For purposes of determining eligibility to
participate in the Plan in accordance with Section 2.01(b) hereof, "Year of
Service" means a 12-consecutive month period, commencing on the date of an
Employee's first Hour of Service with an Employer, during which the Employee is
continuously employed by an Employer.

      (a)   For purposes of determining a Participant's nonforfeitable interest
pursuant to Section 5.03, "Year of Service" means a Plan Year during which such
participant is credited with at least 1,000 Hours of Service.  For purposes of
Section 5.03, a Participant will be credited with a Year of Service if the
Participant completes 1,000 Hours of Service during said period, even though
the Participant is not employed for the full 12-month period.

      (b)   An Employee who does not initially meet the eligibility
requirements of Section 2.01 and later becomes a Participant, will have all
Years of Service counted for Plan purposes, both prior to and subsequent to
becoming a Participant.

      (c)   In the event a terminated Participant is re-hired, all Years of
Service with an Employer shall be counted for purposes of Sections 2.01 and
5.03 hereof.

      (d)   Solely for purposes of determining a Participant's nonforfeitable
interest pursuant to Section 5.03 hereof, "Year of Service" means any Plan Year
during which an individual was a leased employee (as defined in Code Section
414(n)) of the Company or any entity that must be aggregated with the Company
under Code Sections 414(b), (c) or (m) and during which the individual earned
at least 1,000 Hours of Service.

      (e)   If a Participant who has no nonforfeitable rights under Article V
has five consecutive Breaks in Service, then the Plan shall not take into
account Years of Service after such consecutive Breaks in Service for purposes
of determining the nonforfeitable percentage of the Participant's Account that
accrued before the Break in Service.

      (f)   If a Participant who has no nonforfeitable rights incurs a Break in
Service for the greater of (1) five or more consecutive Plan Years or (2) the
Participant's accumulated Years of Service prior to the Break in Service, then
the Plan shall not take into account Years of Service prior to such consecutive
Breaks in Service for the purpose of determining the nonforfeitable percentage
of the Participant's Accounts that accrues after the Break in Service.


ARTICLE II
ELIGIBILITY

      2.01   Eligibility.  Subject to the terms of the Plan, each Employee who
was a Participant in (1) the Mid Am, Inc. Profit Sharing and 401(k) Plan, (2)
the Citizens Bancshares, Inc. Amended and Restated Profit Sharing Plan, (3) the
Century National Bank and Trust Company Amended and Restated Profit
Sharing/401(k) Plan, or (4) The Ohio Bank Employees' Profit Sharing Plan, as
of December 31, 1998, shall participate in the Plan on and after January 1,
1999.  Each other Employee will become a Participant according to the
following:

      (a)   Solely with respect to Compensation Deferral Contributions provided
for under Section 3.02 hereof, each Employee shall be eligible to make
Compensation Deferral Contributions beginning with the first day the Employee
completes an Hour of Service, or on the first Entry Date thereafter, if the
Employee meets both of the following requirements:

            (1)   the Employee has attained age eighteen (18) years; and

            (2)   the Employee is not a member of a collective bargaining unit
unless the collective bargaining agreement between the Employer and the union
provides for participation in this Plan.

      (b)   With respect to Employer Matching and Profit Sharing Contributions
provided for under Sections 3.03 and 3.04 of the Plan, each Employee shall
participate in the Plan on the first Entry Date coincident with or next
following the date the Employee meets all of the following requirements:

            (1)   the Employee is credited with one (1) Year of Service;

            (2)   the Employee has attained age eighteen (18) years; and

            (3)   the Employee is not a member of a collective bargaining unit
unless the collective bargaining agreement between the Employer and the union
provides for participation in this Plan.

      2.02   Eligibility Upon Re-employment.  A former Participant, or former
Employee who met the eligibility requirements of Section 2.01(b) for
participation in the Plan at the time he or she terminated employment, and who
is subsequently rehired, shall participate in the Plan on the Entry Date
coinciding with or next following his or her re-employment by the Employer, if
the Employee then meets the requirements for participation described in Section
2.01.

      2.03   Participation Upon Change of Job Status.  An individual who has
satisfied the requirements of Section 2.01(a) or (b) but who is not a
Participant because he or she is not an Employee or because he or she does not
satisfy Sections 2.01(a)(2) or (b)(3), shall become a Participant immediately
(but not sooner than the Entry Date on which the individual would have become a
Participant had he been an Employee and had satisfied Section 2.01(a)(2) or
(b)(3) at all times) upon becoming an Employee and upon satisfying Section
2.01(a)(2) and (b)(3).


ARTICLE III
CONTRIBUTIONS

      3.01   Employer Contributions.  The Plan is designed to qualify as a
profit sharing plan for purposes of Code Sections 401(a), 402, 412 and 417.
The Employer may make contributions to the Plan without regard to current or
accumulated earnings and profits for any taxable year or years ending with or
within such Plan Year.

      Prior to January 1, 1999, Employers' Profit Sharing Contributions were
made and invested solely in Qualifying Employer Securities.  On and after
January 1, 1999, Employers' Profit Sharing Contributions may be made in cash.
Each Participant's Profit Sharing Contributions Account as of December 31, 1998
(including any Profit Sharing Contribution for the 1998 Plan Year), shall be
renamed the Participant's "ESOP Account" effective January 1, 1999, and a new
Profit Sharing Contributions Account shall be established for the Participant
on January 1, 1999, pursuant to Section 4.01.

      3.02   Compensation Deferral Contributions.  Each Employee who becomes
eligible to participate may elect to defer a percentage of his or her Annual
Compensation for each pay period that he or she remains a Participant in
accordance with procedures established by the Plan Administrator.  The
Participant's election shall be made at such time and in such manner as the
Plan Administrator shall determine.  The Participant's election shall remain in
effect until revoked or superseded by a subsequent election pursuant to
procedures established by the Plan Administrator.

      (a)   Amount.  A Participant may specify a Compensation Deferral
Contribution amount equal to any whole percentage of his or her Annual
Compensation, not to exceed 15% thereof and not less than 1% thereof; except
that the Plan Administrator may specify a lower percentage amount of
contribution from time to time in order to prevent excess contributions.

      (b)   Change.  A Participant may change the specified percentage of
Compensation Deferral Contributions at any time, but not retroactively, by
making a revised election, unless the Plan Administrator shall specify that
changes are permitted less frequently.

      (c)   Suspension.  A Participant may suspend his or her election to make
Compensation Deferral Contributions at any time, but not retroactively.

      (d)   Compensation Reduction.  A Participant's Annual Compensation for a
Plan Year shall be reduced by the amount of the Compensation Deferral
Contribution that the Participant elects for such Plan Year.

      (e)   Election.  All elections shall be made at the time, in the manner,
and subject to the conditions specified by the Plan Administrator, who shall
prescribe uniform and nondiscriminatory rules for such elections.

      (f)   Timing of Contributions.  The Employers shall pay over to the Trust
Fund all Participants' Compensation Deferral Contributions made under this
Section with respect to a Plan Year as soon as practicable following the month
in which the Employer withholds such Contributions from Participants' Annual
Compensation.  Contributions made by Employers under this Section shall be
allocated to the Compensation Deferral Accounts of the Participants from whose
Annual Compensation the contributions were withheld in an amount equal to the
amount withheld.  Such contributions shall be deemed to be employer
contributions made on behalf of Participants to a qualified cash or deferred
arrangement (within the meaning of Code Section 401(k)(2)).

      (g)   Nondiscrimination Limitations.  Contributions to a Participant's
Compensation Deferral Contributions Account must meet the nondiscrimination
requirements of Code Section 401(k) pursuant to Section 8.02 hereof.

      (h)   Exclusion Limitations.  Except as provided herein, the Employer
shall contribute to the Plan on behalf of the Participant the full amount of
the Compensation Deferral Contribution authorized by each Participant.  In no
event, however, shall a Participant's Compensation Deferral Contributions to
the Plan for any calendar year exceed ten thousand dollars ($10,000).  The
Employer shall automatically discontinue Compensation Deferral Contributions
for the remainder of the year on behalf of a Participant who reaches this
limitation.  If due to a mistake in fact, a Compensation Deferral Contribution
in excess of $10,000 is allocated in a calendar year to the Compensation
Deferral Contribution Account of any Participant, the Trustee shall return to
such Participant the portion of his Compensation Deferral Contribution in
excess of $10,000 plus any earnings and less any losses attributable to such
excess not later than the April 15 immediately following the calendar year
during which such excess contribution was made.  If in a calendar year
a Participant's Compensation Deferral Contributions under the Plan, when
aggregated with any other elective deferrals made by such Participant in such
calendar year to any other qualified retirement plan under Code Sections
401(k), 403(b) and 408(k), whether or not maintained by an Employer, would
otherwise exceed $10,000, such Participant may before the March 1 immediately
following such calendar year notify the Plan Administrator in writing as to the
portion of the amount in excess of $10,000 to be allocated to the Plan, and the
Plan Administrator may, but is not required to, direct the Trustee to pay to
such Participant the amount of the excess that was allocated to the Plan by
such Participant plus any earnings allocated to such excess amount before the
April 15 immediately following the calendar year during which the excess
contribution was made.  The $10,000 limitation contained in this Section shall
be automatically adjusted in accordance with Code Sections 402(g)(5) and
415(d).

      3.03   Matching Contributions.  For each pay period beginning on or after
the first Entry Date on which the Participant has satisfied the eligibility
requirements of Section 2.01(b), the Employer shall contribute to the Trust
Fund on behalf of each Participant an amount equal to 100% of the first 3% of
the Participant's Compensation Deferral Contributions for the pay period, to a
maximum of 3% of such Participant's Annual Compensation for such pay period.
The Matching Contribution shall be contributed to the Trust Fund on behalf of
each Participant who is eligible to receive such Contribution in accordance
with Section 2.01(b), and allocated among the Investment Funds according to the
Participant's election.

      (a)   Nondiscrimination Limitations.  Contributions to a Participant's
Matching Contributions Account must meet the nondiscrimination requirements of
Code Section 401(m) pursuant to Section 8.03 hereof.

      (b)   Timing of Contributions.  Matching Contributions shall be
periodically contributed by the Employer to the Trust Fund in accordance with
the Employer's established payroll procedures in a manner uniformly applied to
all Participants similarly situated.

      3.04   Profit Sharing Contributions.  Each year the Employers may make a
Profit Sharing Contribution to the Trust Fund in such amounts as the Company,
in its sole discretion, shall determine.  Employer Profit Sharing Contributions
shall be held and administered in trust by the Trustee according to the terms
and conditions of the Plan and Trust.  Employer contributions may be paid in
cash.  To the extent that the Trust has obligations arising from an extension
of credit of the Trust that is payable in cash within one year of the date of
the Employer's contribution is made, such contribution will be paid to the
Trust in cash.  Any such contribution shall be allocated in accordance with
Section 4.02 hereof, to those Participants eligible to receive such
contribution in accordance with Section 2.01(b).

      The Employer's Profit Sharing Contribution, if any, shall be made to the
Trustee in full within such time as may be permitted for Federal Income Tax
purposes to obtain a deduction for the contribution by the Employer for such
taxable year.

      3.05   Rollover Contributions.  The Trustee may accept transfers on
behalf of a Participant from:

      (a)   a qualified pension or profit sharing plan maintained by a former
employer of the Participant;

      (b)   a previously qualified pension or profit sharing maintained by the
Employer;

      (c)   a "rollover" Individual Retirement Account as that term is defined
in Code Section 408(d)(3)(A)(ii);

      (d)   a plan in which assets are held on behalf of an Owner-Employee as
defined in Code Section 401(c)(3), which satisfies the applicable requirements
of Code Sections 401(a) and 401(d) and with respect thereto: (1) the
transferred funds shall be maintained in separate accounts in the name of the
respective Participants; and (2) a Participant's interest in the separate
account shall be nonforfeitable.

      Notwithstanding the above, no direct transfer may be made from a plan
maintained by the Company that is subject to the requirements of Code Section
401(a)(11)(A).

      3.06   Special Rules Relating to Veterans Re-employment Rights Under
USERRA.  The following special provisions shall apply to an Employee or
Participant who is re-employed in accordance with the re-employment provisions
of the Uniformed Services Employment and Re-employment Rights Act (USERRA)
following a period of qualifying military service (as determined under USERRA):

      (a)   Each period of qualifying military service served by an Employee or
Participant shall, upon such re-employment with an Employer, be deemed to
constitute service with the Employer for all purposes of the Plan.

      (b)   The Participant shall be permitted to make up Compensation Deferral
Contributions missed during the period of qualifying military service.  The
Participant shall have a period of time beginning on the date of the
Participant's re-employment with an Employer following his period of qualifying
military service and extending over the lesser of (i) the Participant's period
of qualifying military service multiplied by three, and (ii) five years, to
make up such missed Compensation Deferral Contributions.

      (c)   If the re-employed Participant elects to make up Compensation
Deferral Contributions in accordance with paragraph (b) above, the Employer
shall make any Matching Contributions that would have been made on behalf of
such Participant had the Participant made such Compensation Deferral
Contributions during the period of qualifying military service.

      (d)   If the Employer made any Profit Sharing Contributions to the Plan
during the period of qualifying military service, the Employer shall make a
Profit Sharing Discretionary Contribution on behalf of the Participant upon the
Participant's re-employment following his period of qualifying military
service, in the amount that would have been made on behalf of such Participant
had the Participant been employed during the period of qualifying military
service.

      (e)   The Plan shall not (i) credit earnings to a Participant's Accounts
with respect to any Compensation Deferral or Matching Contribution before such
contribution is actually made, or (ii) make up any allocation of forfeitures,
with respect to the period of qualifying military service.  A re-employed
Participant shall be entitled to accrued benefits attributable to Compensation
Deferral Contributions only if such contributions are actually made.

      (f)   For all purposes under the Plan, including an Employer's liability
for making contributions on behalf of a re-employed Participant as described
above, the Participant shall be treated as having received Annual Compensation
from the Employer based on the rate of Annual Compensation the Participant
would have received during the period of qualifying military service, or if
that rate is not reasonably certain, on the basis of the Participant's average
rate of Annual Compensation during the 12-month period immediately preceding
such period.

      (g)   If a Participant makes a Compensation Deferral Contribution or the
Employer makes a Matching Contribution in accordance with the foregoing
provisions of this Section 3.06:

            (i)   such contributions shall not be subject to any otherwise
applicable limitation under Code Section 402(g), 404(a) or 415, and shall not
be taken into account in applying such limitations to other Participant or
Employer contributions under the Plan or any other plan with respect to the
year in which such contributions are made, and such contributions shall be
subject to these limitations only with respect to the year to which such
contributions relate and only in accordance with regulations prescribed by the
Internal Revenue Service; and

            (ii)  the Plan shall not be treated as failing to meet the
requirements of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 401(k)(11),
401(k)(12), 401(m), 410(b) or 416 by reason of such contributions.

      3.07   Automatic Compensation Deferral Contributions.  The Company may,
in its sole discretion, implement an automatic Compensation Deferral
Contribution feature as to all Employees who first become eligible under
Section 2.01(a) of the Plan, effective as of any date the Company specifies in
the future.  Pursuant to this automatic Compensation Deferral Contribution
feature, the Plan Administrator will withhold a Compensation Deferral
Contribution amount equal to three percent (3%) of the Annual Compensation of
each Employee who first becomes eligible under Section 2.01(a) of the Plan
after the effective date the Company specifies for the automatic Compensation
Deferral Contribution feature, as if the Participant had elected to defer that
percentage of his or her Annual Compensation for each pay period.  The
Participant's deemed election shall remain in effect until the Participant
files a subsequent election revoking or superseding the deemed election,
pursuant to procedures established by the Plan Administrator.

      (a)   A Participant may suspend his or her deemed election to make
Compensation Deferral Contributions at any time, but not retroactively.  A
Participant may change the deemed election percentage at any time, but not
retroactively, by making a revised election, unless the Plan Administrator
specifies that changes are permitted less frequently.

      (b)   Compensation Deferral Contributions deemed authorized by each
Participant and contributed by the Employer pursuant to Section 3.02 hereof,
shall be credited to the Participant's Compensation Deferral Contributions
Account.  If the Participant does not direct the manner in which such
Contributions are to be invested among the Investment Funds, the Plan
Administrator shall specify an Investment Fund or Funds into which such
Contributions will be invested.

      (c)   The Company intends that this Section 3.07 comply, and be
administered in accordance with, the provisions of Revenue Ruling 98-30.


ARTICLE IV
ALLOCATIONS

      4.01   Participant Accounts.  The Plan Administrator shall direct the
Trustee to maintain such separate Accounts for each Participant as the Plan
Administrator shall from time to time determine, including the following:

      (a)   Profit Sharing Contributions Account.   The amount of the
Employer's contribution to the Trust Fund pursuant to Section 3.04 hereof and
allocated pursuant to Section 4.02(a) hereof, together with such Participant's
share of all income, gains and accumulations therefrom, shall be credited and
losses debited to each Participant's Profit Sharing Contributions Account.

      (b)   Compensation Deferral Contributions Account.  Compensation Deferral
Contributions authorized by each Participant and contributed by the Employer
pursuant to Section 3.02 hereof, together with such Participant's share of all
income, gains and accumulations therefrom, shall be credited and losses debited
to each Participant's Compensation Deferral Contributions Account.

      (c)   Matching Contributions Account.  Matching Contributions made by the
Employer pursuant to Section 3.03 hereof, together with such Participant's
share of all income, gains and accumulations therefrom, shall be credited and
losses debited to such Participant's Matching Contributions Account.

      (d)   ESOP Account.  Amounts in the Participant's Profit Sharing Accounts
as of December 31, 1998, together with such Participant's share of all
forfeitures, income, gains and accumulations therefrom, shall be credited and
losses debited to each Participant's ESOP Account.

      (e)   Prior Plan Account.  Amounts transferred from a previous qualified
plan of an Employer, together with such Participant's share of income, gains
and accumulations therefrom, shall be credited and losses debited to each
Participant's Prior Plan Account.

      (f)   Rollover Contributions Account.  Rollover Contributions made by a
Participant pursuant to Section 3.05 hereof, together with such Participant's
shares of all income, gains and accumulations therefrom, shall be credited and
losses debited to such Participant's Rollover Contributions Account.

      Said Profit Sharing Contributions Account, Compensation Deferral
Contributions Account, Matching Contributions Account, ESOP Account, Prior Plan
Account and Rollover Contributions Account will sometimes hereinafter be
collectively referred to as "Accounts."

      4.02   Allocation of Profit Sharing Contributions.  Effective as of the
last day of each Plan Year, any amount contributed by the Employers pursuant to
Section 3.04 hereof shall be allocated and credited to the Profit Sharing
Contributions Account of each eligible Participant.  An allocation will be made
only if the Participant was employed by the Employer on the last day of such
Plan Year and was credited with at least 1,000 Hours of Service during such
Plan Year, except that any Participant who became totally and permanently
disabled, died or retired during such Plan Year shall receive an allocation.
Such allocations shall be determined in the same proportion that such
Participant's Annual Compensation bears to the total Annual Compensation of all
Participants eligible to share in the Employers' Profit Sharing Contribution
for such Plan Year.  For this purpose, Annual Compensation shall (i) only
include compensation earned while the Participant was an Employee of an
Employer, and (ii) include compensation for the entire Plan Year, even if the
Participant first became a Participant during the Plan Year.

      4.03   Allocation of Compensation Deferral Contributions.  All
Compensation Deferral Contributions made by the Employers pursuant to Section
3.02 for any pay period shall be allocated and credited to the Compensation
Deferral Contributions Account of each eligible Participant who made
Compensation Deferral Contributions for that pay period, according to such
Participant's Compensation Deferral Contributions for the pay period.

      4.04   Allocation of Matching Contributions.  Any Matching Contributions
made by the Employers pursuant to Section 3.03 for any pay period shall be
allocated and credited to the Matching Contributions Account of each eligible
Participant who made Compensation Deferral Contributions for that pay period,
according to such Participant's Compensation Deferral Contributions for the pay
period.  The allocable share of each Participant shall be 100% of the first
3% of the Participant's Compensation Deferral Contributions for the pay period,
up to a maximum of 3% of the Participant's Annual Compensation, subject to the
terms of the Plan.

      4.05   Allocation of Investment Gain or Loss.  Any net gain or net loss
resulting from the operation of the Investment Funds of the Trust for such
year, determined in accordance with Article IX hereof, shall be allocated by
the Trustee to the respective Participant's Accounts in proportion to the value
of the respective interests in the Investment Fund immediately preceding such
revaluation.

      4.06   Allocation of Cash Dividends.  Cash dividends on Company Stock
allocated to a Participant's Account shall be credited to the Participant's
Account.

      4.07   Valuations.  The Trust Fund and each Investment Fund shall be
valued by the Trustee at fair market value as of each Valuation Date.  The
"adjusted net worth" of an Investment Fund as of any Valuation Date means the
net worth of that Investment Fund as determined by the Trustee in accordance
with the provisions of the Trust Agreement.

      4.08   Allocation of Gain or Loss.  Any increase or decrease in the
market value of each Investment Fund of the Trust Fund since the preceding
Valuation Date and all income earned, expenses incurred and realized profits
and losses, shall be determined in accordance with accounting methods uniformly
and consistently applied and shall be added to or deducted from the Account of
each Participant based on the amount of a Participant's Account in such
Investment Fund at the prior Valuation Date in accordance with
non-discriminatory procedures and rules adopted by the Plan Administrator.
Before reallocation, the Accounts of the Participants shall be reduced by any
payments made therefrom in the period.  At the Plan Administrator's discretion
uniformly applied, administrative expenses directly connected or associated
with a particular Participant's Account may be charged to the Account.
Notwithstanding the foregoing, allocation shall not be required to the extent
the Trust Fund, or any Investment Fund thereof, is administered in a manner
that permits separate valuation of each Participant's interest therein without
separate incremental cost to the Plan or the Plan Administrator otherwise
provides for separate valuation.

      4.09   Annual Report to Participants.  The Plan Administrator shall
notify each Participant in writing of the financial status of his or her
Accounts as of the last day of each Plan Year.


ARTICLE V
BENEFITS TO PARTICIPANTS

      5.01   Upon Retirement or Disability.  When a Participant retires on or
after the Participant's Normal Retirement Date, or becomes totally and
permanently disabled, the entire interest in the Participant's Accounts,
including the amount of any contributions for the Plan Year in which the
Participant's retirement or Disability occurs, shall become nonforfeitable.
The Plan Administrator, in accordance with the provisions of Section 6.01 of
the Plan, shall then direct the Trustee to distribute to such Participant the
entire interest in his or her Accounts.  A Participant's Accounts shall be
nonforfeitable upon the attainment of Normal Retirement Age.

      A Participant who remains in the employment of the Employer after the
Participant's Normal Retirement Date shall continue to participate in the Plan.
No distribution shall be made to the Participant until his or her actual
retirement, subject to the mandatory commencement of benefit provisions of
Section 6.06 hereof.

      5.02  Upon Death.  Upon the death of a Participant, the entire interest
in the Participant's Accounts, including the amount of any contributions for
the Plan Year in which the Participant's death occurs, shall become
nonforfeitable.  The Plan Administrator, in accordance with the provisions of
Article VI of the Plan, shall then direct the Trustee to distribute the entire
interest in the Participant's Accounts to such Participant's designated
beneficiary or beneficiaries.  The Plan Administrator may require proper proof
of death and evidence of the right of any person to receive payment of the
entire interest in the Accounts of the deceased Participant as the Plan
Administrator deems desirable and the Plan Administrator's determination shall
be conclusive.  The Trustee shall make such distribution as soon as
administratively feasible following the Participant's death and in accordance
with the rules and procedures established by the Plan Administrator.

      Unless the Participant has made a Qualified Election, the Trustee shall
make all payments to the Participant's spouse in a lump sum, or, if applicable,
in a Qualified Pre-Retirement Survivor Annuity pursuant to Section 6.02.  Each
Participant, by written instrument delivered to the Plan Administrator, shall
have the unqualified right to designate, and from time to time change, the
beneficiary or beneficiaries to receive the entire interest in his Accounts in
the event of his death, subject to the Qualified Election requirements in
Section 6.05(e).

      In the event the Participant fails to designate a beneficiary or
beneficiaries, the entire interest in the Participant's Accounts shall be
distributed first to the Participant's spouse if then living, or second to the
Participant's estate.

      5.03   Nonforfeitable Interest Upon Termination of Employment.  Upon
termination of a Participant's employment for any reason other than retirement,
Disability or death, the Trustee shall, in accordance with the provisions of
Section 6.01 of the Plan and at the instruction of the Plan Administrator,
distribute to the Participant the entire interest then constituting his
Compensation Deferral Contributions Account and Rollover Contributions Account,
which are always nonforfeitable, and the nonforfeitable interest in the
Participant's Matching Contributions Account, Profit Sharing Contributions
Account, ESOP Account and Prior Plan Account based on the Participant's Years
of Service determined in accordance with the applicable schedule below:

Years of Service              Nonforfeitable Interest
Less than 2                              0%
2 but less than 3                       40%
3 but less than 4                       60%
4 but less than 5                       80%
5 or more                              100%

      (a)   Any Participant who, prior to January 1, 1999, was a Participant in
the Mid Am, Inc. Profit Sharing and 401(k) Plan, and who has completed at least
three Years of Service as of January 1, 1999, may elect in writing to have his
or her nonforfeitable interest computed under the Plan's five year cliff
vesting schedule in effect prior to January 1, 1999, by the later of: (1) the
Participant's termination of employment, or (2) the date that is 60 days after
the day the Plan Administrator gives written notice of the Plan amendment to
the Participant.

      (b)   In the event the nonforfeitable interest schedule is amended, or
the nonforfeitable interest schedule of an existing plan is amended by the
Plan, then any Participant who has completed at least three Years of Service on
the later of the date the amendment is adopted, or the date the amendment is
effective may elect in writing to have his or her nonforfeitable interest
computed under the prior applicable nonforfeitable interest schedule, beginning
on the date the Plan amendment is adopted and ending on the later of: (1) the
Participant's termination of employment, (2) the date that is 60 days after the
day the Plan amendment is adopted, (3) the date that is 60 days after the day
the Plan amendment becomes effective, or (4) the date that is 60 days after the
day the Plan Administrator gives written notice of the Plan amendment to the
Participant.

      5.04   October 2, 1998 Change in Control.  Each Participant in the Mid
Am, Inc. Profit Sharing and 401(k) Plan on October 2, 1998, the effective date
of the merger of Mid Am into Citizens, acquired a 100% nonforfeitable interest
in his or her Accounts under the Mid Am, Inc. Profit Sharing and 401(k) Plan as
of that date.  The Employer Profit Sharing and Matching Contributions made
under the Mid Am, Inc. Profit Sharing and 401(k) Plan, and under this Plan, on
and after October 2, 1998, shall be subject to the vesting schedule contained
in this Article, based on all of the Participant's Years of Service before and
after that date.

      5.05  Forfeiture Upon Termination of Employment.  If a Participant
terminates employment, and the value of the Participant's vested Accounts is
not (or at the time of any prior, periodic distribution was not) greater than
$5,000, the Participant will receive a distribution of the value of the entire
vested portion of his or her Accounts and the nonvested portion will be treated
as a forfeiture.

      (a)   If a Participant terminates service and elects to receive a
distribution of the vested portion of his or her Accounts pursuant to Article
VI of the Plan, the nonvested portion will be treated as a forfeiture.

      (b)   If distribution is made to a Participant on account of termination
of employment, which is less than the value of the Participant's Account, prior
to the date on which the Participant has a Break in Service for five
consecutive Plan Years, and the Participant returns to employment covered by
the Plan, the Participant's Account shall subsequently be determined without
regard to the portion thereof derived from predistribution employment, provided
the Participant (1) received distribution of the entire present value of the
nonforfeitable portion of his or her Account at the time of distribution, (2)
the amount of the distribution did not exceed the dollar limit under Code
Section 411(a)(11)(A) or the Participant (with spousal consent, if applicable)
voluntarily elected to receive the distribution, and (3) the Participant upon
return to employment covered by the Plan does not repay the full amount of the
distribution before the earlier of suffering five consecutive one year Breaks
in Service, or at the close of the first period of five consecutive one year
Breaks in Service commencing after the distribution.   If the Participant makes
a timely repayment, the Participant's Account shall equal the sum of the
repayment and the forfeitable portion of the Participant's Account on the date
of distribution, unadjusted by gains or losses subsequent to the distribution.
Restoration of forfeitures under this paragraph shall be made, to the extent
necessary, first from forfeitures in the Plan Year of repayment and second from
Employer contributions.

      (c)   If a Participant does not receive a distribution pursuant to
Article VI, the nonvested portion of the Participant's Accounts will be treated
as a forfeiture on the last day of the Plan Year in which the Participant
terminated employment.

      (d)   Except as provided in paragraph (b) above, forfeitures will be used
to reduce the contribution due from the Employer for the Plan Year in which the
forfeiture occurs, or for the immediately following Plan Year.

      (e)   For purposes of this Section 5.05, if a Participant does not have
any nonforfeitable interest in his Accounts, he will be deemed to have received
a distribution of the entire vested portion of his Accounts in accordance with
the provisions of subparagraph (a) above without having submitted any
application for benefits to the Plan Administrator.  If such Participant
returns to active service with an Employer prior to incurring five consecutive
Breaks in Service, the Participant will be deemed to have paid back the
distribution and his Accounts will be restored as provided in subparagraph (b)
above.


ARTICLE VI
DISTRIBUTIONS

      6.01   Commencement of Benefits.  The Plan shall distribute a
Participant's Account as soon as administratively feasible after the
Participant's termination of employment, except as provided below.  If the
nonforfeitable portion of the Participant's Account exceeds (or at the time
of any prior, periodic distribution ever exceeded) $5,000, (i) the Plan shall
not distribute the Participant's Account before the Participant attains Normal
Retirement Date unless the Participant consents to such distribution in
writing, and (ii) if the Participant is married on the date the Plan is
to distribute his or her Account, the Plan will not distribute the
Participant's Account without the Participant's Qualified Election, pursuant to
Section 6.05(e).  The Plan Administrator shall notify the Participant of the
right to defer the distribution of his or her Account, subject to the
limitations of Section 6.06 below.  The notice of the right to defer
distributions shall also give a general description of the material features,
and an explanation of the relative values, of the normal and optional forms of
benefit available under the Plan in a manner that would satisfy the notice
requirements of Code Section 417(a)(3).  The Plan Administrator must give such
notice no less than 30 days and no more than 90 days prior to the Annuity
Starting Date, unless the Participant waives the notice requirement as provided
in Code Section 417(a)(7)(B) or the requirements of Code Section 417(a)(7)(A)
are met.

      If the Participant does not consent to distribution, the Participant's
Account shall be retained in the Trust Fund until such later date as the
Participant requests distribution.  If the Participant does not request
distribution prior to the Participant's Normal Retirement Date or death, the
Plan shall distribute the Participant's Account as soon as administratively
feasible after the Valuation Date next following the first to occur of the
Participant's Normal Retirement Date or death (provided the Plan Administrator
receives notice of the Participant's death).

      6.02   Payment of Benefits: Pre-1999 Participants.  For each Participant
who was a Participant in the Mid Am, Inc. Profit Sharing and 401(k) Plan prior
to January 1, 1999:

      (a)   the normal form of benefit under the Plan is the "Qualified Joint
and Survivor Annuity," unless the Participant and his or her spouse execute a
Qualified Election, pursuant to Section 6.05(e), selecting an optional form of
benefit within the 90-day period ending on the date the Plan is to commence
benefit payments; and

      (b)   if the Participant is married and dies prior to the commencement of
his or her benefits, the Participant's Account shall be used to provide a
"Qualified Pre-Retirement Survivor Annuity" for the Participant's spouse unless
the Participant and his or her spouse execute a Qualified Election, pursuant to
Section 6.05(e), selecting another form of distribution, within the "Election
Period."

      6.03   Payment of Benefits: Post-1998 Participants.  For each Participant
who was not a Participant in the Mid Am, Inc. Profit Sharing and 401(k) Plan
prior to January 1, 1999, the Plan will distribute the Participant's Account in
one of the optional forms of benefit specified in Section 6.04, as the
Participant elects.  If a Participant who was not a Participant in the Mid Am,
Inc. Profit Sharing and 401(k) Plan prior to January 1, 1999, dies before the
complete distribution of his or her Account, leaving a surviving spouse, the
surviving spouse will automatically be the Participant's sole, primary
beneficiary, unless the Participant has designated someone other than his
surviving spouse as beneficiary, by a Qualified Election, pursuant to Section
6.05(e).

      6.04   Optional Forms of Benefit.  A Participant may elect to waive the
Qualified Joint and Survivor Annuity and have his or her Accounts distributed
in one of the following optional forms of distribution:

      (a)   a lump sum payment;

      (b)   a straight life annuity for the Participant's life; or

      (c)   substantially equal monthly, quarterly, semi-annual or annual
installments over any period of time not exceeding the Participant's then life
expectancy or the joint and last survivor expectancy of the Participant and a
designated beneficiary.  If there is any remaining balance in the Participant's
Account upon his or her death, such balance shall be payable as a death benefit
in accordance with Section 6.07 below.

      If the Participant's entire Account is to be distributed in other than a
lump sum, then the amount to be distributed each year must be at least an
amount equal to the quotient obtained by dividing the Participant's entire
interest by the life expectancy of the Participant or joint and last survivor
expectancy of the Participant and designated beneficiary.  Life expectancy and
joint and last survivor life expectancy are computed by the use of the return
multiples contained in Section 1.72-9 of the Income Tax Regulations.  For
purposes of this computation, a Participant's life expectancy may be
recalculated no more frequently than annually, however, the life expectancy of
a non-spouse beneficiary may not be recalculated.  If the Participant's spouse
is not the designated beneficiary, the method of distribution selected must
assure that more than 50% of the present value of the amount available for
distribution is paid within the life expectancy of the Participant.  All
distributions must be the minimum distribution incidental benefit requirements
in Section 1.401(a)(9)-2 of the proposed regulations.

      6.05   Definitions.  The following definitions shall apply to this
Article VI:

      (a)   Annuity Starting Date.  "Annuity Starting Date" mean the first day
of the first period for which an amount is paid as an annuity, regardless of
when or whether payment is actually made.  In the case of benefits not payable
as an annuity, the Annuity Starting Date is the date on which all events have
occurred that entitle the Participant to a benefit.

      (b)   Qualified Joint and Survivor Annuity.  "Qualified Joint and
Survivor Annuity" means an annuity for the life of the Participant with a
survivor annuity for the life of the spouse that is not less than 50% and not
more than 100% of the amount of the annuity that is payable during the joint
lives of the Participant and the spouse, which is the actuarial equivalent of
the normal form of benefit, or if greater, any optional form of benefit.  A
Qualified Joint and Survivor Annuity for a Participant who is not married shall
be an annuity for the life of such Participant.

      (c)   Qualified Pre-Retirement Survivor Annuity.  "Qualified Pre-
Retirement Survivor Annuity" means an annuity for the life of the Participant's
surviving spouse, if any, applying the Participant's vested Account to purchase
such life annuity.  The spouse of the deceased Participant may elect to receive
the full value of such Participant's Account in a lump sum in lieu of the
Qualified Pre-Retirement Survivor Annuity.

      Subject to the rules in Section 6.03, the surviving spouse shall begin to
receive payments immediately, unless such surviving spouse elects a later date,
except that the surviving spouse shall receive an immediate distribution if the
value of the Participant's vested Accounts is not (or at the time of any prior,
periodic distribution was not) greater than $5,000.

      (d)   Applicable Period.  The "Applicable Period" for the explanation of
the Qualified Joint and Survivor Annuity shall be no less than 30 days (or no
less than 7 days if the Participant waives the 30-day period pursuant to Code
Section 417(a)(7)(B)) and no more than 90 days prior to the Participant's
Annuity Starting Date, or soon after the Participant's Annuity Starting Date if
the requirements of Code Section 417(a)(7)(A) are met.  The "Applicable Period"
for the Qualified Pre-Retirement Survivor Annuity" means, with respect to a
particular Participant, the latest of the following:

            (1)   The period that begins with the first day of the Plan Year in
which the Participant attains age 32 and ending with the close of the Plan Year
preceding the Plan year in which the Plan Year in which the Participant attains
age 35;

            (2)   a reasonable period after the Employee becomes a Participant;

            (3)   a reasonable period after this Section no longer applies to
the Participant; or

            (4)   a reasonable period after the Participant's separation from
service in the case of a Participant who separates from service before
attaining age 35.

      Within the Applicable Period, the Plan Administrator shall give the
Participant written notification of the availability of the Qualified Election
with respect to the Qualified Joint and Survivor Annuity.  The notification
shall explain the terms and conditions of the Qualified Joint and Survivor
Annuity, the rights of the spouse, the effect of electing not to take such
annuity, and the right to revoke a previous election to waive such annuity.
The Participant (and the Participant's spouse) must complete the election on or
before the Annuity Starting Date, or after the Annuity Starting Date if the
requirements of Code Section 417(a)(7)(A) are met.  The Participant may revoke
an election not to take the Joint and Survivor Annuity or choose again to
take such annuity at any time and any number of times within the applicable
election period.  If a Participant requests additional information within 60
days after receipt of the notification of election, the minimum election period
shall be extended an additional 60 days following the Participant's receipt of
such additional information.

      Within the Applicable Period, the Plan Administrator shall give each
Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity which shall contain the following: (i) the terms and conditions of a
Qualified Pre-Retirement Survivor Annuity; (ii) the Participant's right to make
and the effect of an election to waive this form of benefit; (iii) the rights
of the Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Pre-Retirement
Survivor Annuity.  In the case of a Participant who enters the Plan after the
first day of the Plan Year in which the Participant attained age 32, the Plan
Administrator shall provide the required notice no later than the close of the
second Plan Year succeeding the entry of the Participant in the Plan.

      (e)   Qualified Election.  "Qualified Election" means an election by a
Participant to (i) waive the Qualified Joint and Survivor Annuity or Qualified
Pre-Retirement Survivor Annuity, pursuant to Section 6.02, and elect an
optional form of distribution, (ii) designate a beneficiary other than the
Participant's spouse, pursuant to Section 6.03, or (iii) begin distributions
prior to the Participant's Normal Retirement Date, pursuant to Section 6.01,
which satisfies the following consent requirements:

            (1)   The spouse's consent shall be witnessed by a Plan
representative or notary public.

            (2)   The spouse's consent must acknowledge the effect of the
election, including that the spouse had the right to limit consent only to a
specific beneficiary or a specific form of benefit, if applicable, and that the
relinquishment of one or both such rights was voluntary.  Unless the consent of
the spouse expressly permits designations by the Participant without a
requirement of further consent by the spouse, the spouse's consent must be
limited to the form of benefit, if applicable, and the beneficiary, class of
beneficiaries, or contingent beneficiary named in the election.

            (3)   Spousal consent is not required if the Participant
establishes to the satisfaction of the plan representative that the consent of
the spouse cannot be obtained because there is no spouse or the spouse cannot
be located.

            (4)   A spouse's consent under this Section shall not be valid with
respect to any other spouse.

            (5)   A Participant may revoke a prior election without the consent
of the spouse.  Any new election will require a new spousal consent, unless the
consent of the spouse expressly permits such election by the Participant
without further consent by the spouse.

            (6)   A spouse's consent may be revoked at any time within the
Participant's election period.

      6.06   Mandatory Commencement of Benefits.  In no event other than the
written direction of the Participant will distributions under the Plan commence
later than the 60th day after the end of the Plan Year in which the later of
the following events occurs:

      (a)   The Participant attains Normal Retirement Age;

      (b)   The tenth anniversary of the year in which the Participant
commences participation in the Plan; or

      (c)   The Participant terminates his employment with the Employer.

      A Participant may elect to defer the commencement of distributions under
the Plan to a date later than set forth above, provided, however, that the
Participant must make any such election by submitting to the Plan Administrator
a signed written statement describing the method and medium of distribution and
the date on which such distribution shall commence.

      Anything above to the contrary notwithstanding, distributions of a
Participant's benefits must commence by April 1 of the calendar year following
the later of (i) the calendar year in which the Participant attains age 70 1/2,
or (ii) the calendar year in which the Participant retires, in accordance with
the minimum distribution requirements of Code Section 401(a)(9). Notwithstanding
the foregoing sentence, for any Participant who is a 5-percent owner of an
Employer, the distributions of  benefits must commence by April 1 of the
calendar year following the calendar year in which the Participant attains age
70 1/2.   A Participant who attained age 70 1/2 during the 1998 calendar year
and who is not a 5-percent owner may elect to postpone receiving such
distributions until April 1 of the calendar year following the year in which the
Participant retires, as long as he or she so elects in the manner prescribed by
the Plan Administrator before April 1, 1999.  For purposes of this minimum
distribution, the Participant may elect prior to the date of the first required
distribution to have his life expectancy and his spouse's life expectancy
recalculated annually.  Such election shall be irrevocable once made, and shall
apply for all subsequent Plan Years. The Participant and his spouse shall have
the right to separately elect as to whether each wants his life expectancy
recalculated, and the election of one shall not affect the election of the
other.  In the event that either the Participant or his spouse fails to make an
election, his life expectancy shall be recalculated annually.

      The mandatory commencement of distribution to a Participant or
beneficiary pursuant to this Section shall not apply provided (i) that prior to
January 1, 1984, or such other date permitted by law, a Participant (including
Key Employees) who had an Account balance under this Plan as of December 31,
1983, made a written designation for a method of distribution of the benefit
that satisfy the provisions of Code Section 401(a)(9) as in effect prior to the
enactment of the Tax Equity and Fiscal Responsibility Act of 1982 (including
rules relating to incidental death benefits).  Any written designation, if
made, shall be binding upon the Plan Administrator.  In addition, the
mandatory commencement of distribution shall not apply to any Participant who
attained age 70 1/2 prior to January 1, 1988 and who was not a five percent
owner at any time after he or she attained age 66 1/2.

      6.07   Distributions After Death of a Participant.  Subject to the
provisions of Section 6.02 above, if a Participant dies before the Plan has
distributed any portion of his or her Account, the Plan shall distribute the
Participant's Account in one of the following methods:

      (a)   The Plan shall distribute the Participant's Account no later than
December 31 of the calendar year that contains the fifth anniversary of the
date of the Participant's death, regardless of who is to receive the
distribution.

      (b)   If the distribution is to be made to a designated beneficiary, the
distribution of a Participant's interest shall commence not later than December
31 of the calendar year immediately following the calendar year in which the
Participant died, and payments shall occur over a period not extending beyond
the life expectancy of such designated beneficiary.  If distribution is to be
made to the Participant's surviving spouse, distribution must commence on or
before the later of: (1) December 31 of the calendar year immediately following
the calendar year in which the Participant died, or (2) December 31 of the
calendar year in which the Participant would have attained age 70 1/2.  Such
distribution shall occur over a period not extending beyond the life expectancy
of such designated beneficiary.

      A Participant or the Participant's spouse or designated beneficiary,
subject to a Qualified Election, may elect the method of distribution described
in subparagraph (b) above.  Such election must be made no later than the
earlier of:  (1) the date that distribution would have to occur according to
the provisions of subparagraph (a) above, or (2) the date that distribution
would have to occur according to the provisions of subparagraph (b) above.  As
of such date, the election is irrevocable and shall apply for all subsequent
years and any subsequent beneficiaries.  If no such election is made,
distribution shall be made in accordance with subparagraph (a) above.

      If the Participant's surviving spouse dies before the Plan begins
distributions to such spouse, the payment of the Participant's interest shall
be made as if the surviving spouse were the Participant.  If the Plan has begun
distribution of the Participant's interest at the time of such Participant's
death, distribution may be made for a term certain at least as rapidly as under
the method of distribution used prior to the death of the Participant.

      6.08   Special ESOP Distribution Requirements.  This Section 6.08 shall
apply to distributions of a Participant's ESOP Account, and shall not act to
eliminate any form or time of distribution otherwise available under the Plan.

      (a)   Time of Distribution.  Notwithstanding any other provision of this
Plan, other than such provisions as require the consent of the Participant and
the Participant's spouse to an immediate distribution of the Participant's
vested Accounts if the value of such Accounts at the time of the Participant's
termination of service (or at the time of any prior, periodic distribution)
exceeded $5,000, a Participant may elect to have the portion of his ESOP
Account attributable to Qualifying Employer Securities acquired by the Plan
after December 31, 1986 distributed as follows:

            (1)   If the Participant separates from service by reason of the
attainment of Normal Retirement Age, death or Disability, the distribution of
such portion of the Participant's ESOP Account will begin not later than one
year after the close of the Plan Year in which such event occurs unless the
Participant otherwise elects pursuant to Section 6.01 hereof.

            (2)   If the Participant separates from service for any reason
other than those enumerated in paragraph (1) above, and is not re-employed by
the Employer at the end of the fifth Plan Year following the Plan Year of such
separation from service, distribution of such portion of the ESOP Account will
begin not later than one year after the close of the fifth Plan Year following
the Plan year in which the Participant separated from service unless the
Participant otherwise elects pursuant to Section 6.01 hereof

            (3)   If the Participant separates from service for a reason other
than those described in paragraph (1) above, and is employed by the Employer as
of the last day of the fifth Plan Year following the Plan year of such
separation from service, distribution to the Participant, prior to any
subsequent separation from service, shall be in accordance with Section 6.01
hereof.

      For purposes of this Section 6.08, Qualifying Employer Securities shall
not include any Employer securities acquired with the proceeds of a loan
described in Article XV hereof until the close of the Plan Year in which such
loan is repaid in full.

      (b)   Form of Distribution.  Distribution may be made either in whole
shares of Company Stock or in cash as the Plan Administrator shall decide,
provided that any distribution in cash shall only be made after a Participant
has been offered the right to receive such distribution in shares of Company
Stock.  In the event the distribution is to be made in Company Stock, any
balance in a Participant's Account will be applied to acquire for distribution
the maximum number of whole shares of Company Stock at the applicable value.
Any fractional share value unexpended balance will be distributed in cash.  If
the Company Stock is not available for purchase by the Trustee, then the
Trustee shall hold such balance until Company Stock is acquired and then make
such distribution.  The Trustee will make distribution from the Trust only on
instructions from the Plan Administrator.

      (c)   Period for Payment.   Distributions required under this Section
6.08 shall be made in substantially equal annual payments over a period of five
years unless the Participant otherwise elects under the provisions of Section
6.01 hereof.  In no event shall such distribution period exceed the period
permitted in Code Section 401(a)(9).

      (d)   Determination of Amount Subject to Special Distribution and Payment
Requirements.  The portion of a Participant's ESOP Account attributable to
Qualifying Employer Securities that were acquired by the Plan after December
31, 1986, shall be determined by multiplying the number of shares of such
securities held in the Account by a fraction, the numerator of which is the
number of shares acquired by the Plan after December 31, 1986 and allocated to
Participant's ESOP Account (not to exceed the number of shares held by the Plan
on the date of distribution) and the denominator of which is the total number
of shares held by the Plan at the date of the distribution.

      6.09   Right to Have Accounts Transferred.  Notwithstanding any provision
of the Plan to the contrary that would otherwise limit an "eligible
distributee" election under this Article VI, an eligible distributee may elect,
at the time and in the manner prescribed by the Plan Administrator, to have any
portion of an "eligible rollover distribution" paid directly to an
"eligible retirement plan" specified by the eligible distributee in a "direct
rollover."

      (a)   "Eligible rollover distribution" means any distribution of $200 or
more of all or any portion of the balance to the credit of the eligible
distributee, except that an eligible rollover distribution shall not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the eligible distributee and the eligible distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution
to the extent such distribution is required under Code Section 401(a)(9); and
the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized appreciation
with respect to employer securities).

      (b)   "Eligible retirement plan" means an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401 (a), that accepts the eligible
distributee's rollover distribution.  However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible retirement plan
shall only be an individual retirement account or individual retirement
annuity.

      (c)   An "eligible distributee" means Employee or former Employee.  In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414(p), are eligible
distributees with regard to the interest of the spouse or former spouse.

      (d)   A "direct rollover" means a payment by the plan to the eligible
retirement plan specified by the eligible distributee.

      If a distribution is one to which Code Sections 401(a)(11) and 417 do not
apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that: (i) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving
the notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option); and (ii) the
Participant, after receiving the notice, affirmatively elects a distribution.

      6.10  Restrictions on Distributions of Compensation Deferral
Contributions.  Compensation Deferral Contributions may not be distributed from
this Plan prior to the earlier of:

      (a)   retirement, separation from service, death or Disability of the
Participant;

      (b)   attainment of age 59 1/2 by the Participant, if procedures have been
established by the Plan Administrator;

      (c)   termination of the Plan without establishment of a successor plan;

      (d)   sale of substantially all of the assets of the Employer to an
entity that is not an affiliated employer; or

      (e)   upon the sale of a subsidiary of the Employer to an entity that is
not an affiliated employer, only Participants who are employed by such
subsidiary may receive a distribution of their Compensation Deferral
Contributions Account.


ARTICLE VII
LIMITATION ON CONTRIBUTIONS AND BENEFITS

      7.01   Definitions.  The following definitions shall apply for purposes
of this Section 7.01:

      (a)   Annual Addition.  "Annual Addition" means for each Plan Year the
sum of the following amounts credited to a Participant's Accounts for the
Limitation Year under all Defined Contribution Plans maintained by the
Employer:

            (1)   Employer contributions,

            (2)   Employee contributions,

            (3)   Forfeitures, and

            (4)   Any amounts allocated to an individual medical account (as
defined in Code Section 415(1)(2)) that is part of any pension or annuity plan
maintained by the Employer are treated as Annual Additions to a Defined
Contribution Plan.  Amounts derived from contributions paid or accrued after
December 31, 1985 in taxable years ending after such date that are attributable
to post retirement medical benefits allocated to the separate account of a key
employee (as defined in Code Section 419(d)(3)) under a welfare benefit fund
(as defined in Code Section 419(e)) maintained by the Employer are treated as
Annual Additions to a Defined Contribution Plan.  These amounts are treated as
Annual Additions but are not subject to the 25% of Annual Compensation limit.

      Rollover Contributions made by a Participant pursuant to Section 3.05
hereof, shall not be taken into account in computing Annual Additions.

      (b)   Defined Contribution Plan.  "Defined Contribution Plan" means a
pension plan or profit sharing plan that provides for an individual account for
each Participant and for benefits based solely upon the amount contributed to
the Participant's account and any income, expenses, gains, losses and any
forfeitures of accounts of other Participants that may be allocated to such
Participant's account.

      (c)   Limitation Year.  "Limitation Year" means the Plan Year.

      7.02   Limitation on Annual Additions.  Any other provision of this Plan
to the contrary notwithstanding, the maximum Annual Addition to the Accounts of
any Participant under the Plan and any other Defined Contribution Plan
maintained by an Employer may not exceed the lesser of:

      (a)   $30,000 or, if greater, 1/4 of the defined benefit dollar
limitation set forth in Code Section 415(b)(1)(A) as adjusted for the cost of
living increases pursuant to Code Section 415(d) and in effect for the
Limitation Year, or

      (b)   25% of the Participant's Annual Compensation for the Limitation
Year.

      If, as the result of a reasonable error in estimating a Participant's
Annual Compensation, the allocation of forfeitures, or under other limited
facts and circumstances as may be provided under the Regulations to Code
Section 415, the Annual Addition exceeds the maximum under this and any other
Defined Contribution Plan maintained by the Employer, the Plan Administrator
shall distribute an amount of the Participant's Compensation Deferral
Contributions necessary to eliminate the excess Annual Addition, or as much of
the excess as possible, as permitted by Code Section 415 or the regulations
thereunder.  If the Plan Administrator distributes an amount of a
Participant's Compensation Deferral Contributions pursuant to the preceding
sentence, the Plan Administrator shall reduce from the Participant's Account
any Matching Contributions attributable to such returned Compensation Deferral
Contributions, and utilize the reduced Matching Contributions to reduce the
Employer contribution required for the next succeeding Plan Year.  Any such
sums shall not share in the gains or losses of the Trust Fund.

      7.03   Limitation of Benefits Under All Plans.  Where an Employee is a
Participant under the Plan and a defined benefit plan maintained by the
Employer, the sum of the defined contribution fraction and the defined benefit
fraction for any Limitation Year may not exceed 1.0 as computed under the terms
and conditions as set forth under Code Section 415(e).  For purposes of
computing the defined contribution fraction for any Limitation Year, the
numerator shall be the sum of the Annual Addition to the Participant's Accounts
during such Limitation Year and for all prior Limitation years, and the
denominator shall be the lesser of:

      (a)   the product of 1.25 multiplied by the maximum permissible dollar
amount under Code Section 415(c)(1)(A) for such year and for all prior years
or,

      (b)   the product of 1.4 multiplied by the maximum permissible percentage
of Annual Compensation contributed under Code Section 415(c)(1)(B) for such
year and for all prior years.

      For purposes of computing the defined benefit plan fraction for any
Limitation year, the numerator shall be the Participant's projected annual
benefit under the defined benefit plan as of the end of the Limitation year and
the denominator shall be the lesser of:

      (c)   the product of 1.25 multiplied by the maximum permissible dollar
amount of benefit in effect under Code Section 415(b)(1)(A) for such year; or

      (d)   the product of 1.4 multiplied by the maximum permissible percentage
of Annual Compensation limitation of the amount of benefit in effect under Code
Section 415(b)(1)(B) for such year.

      If the Defined Contribution Plans and the defined benefit plans in which
an Employee is a Participant satisfy the requirements of Code Section 415 in
effect for all Limitation Years beginning prior to January 1, 1987, where
necessary, an amount shall be subtracted from the numerator of the defined
contribution fraction (not to exceed such numerator) as prescribed by the
Secretary of the Treasury so that the sum of the defined benefit plan fraction
and the defined contribution fraction computed under Code Section 415(e)(1)
does not exceed 1.0 for such Limitation Year.


ARTICLE VIII
NONDISCRIMINATION REQUIREMENTS

      8.01   Definitions.  The following definitions shall apply for purposes
of this Article VIII:

      (a)   Actual Contribution Percentage.  "Actual Contribution Percentage"
means the average (expressed as a percentage) of the Actual Contribution Ratios
of the Participants in a group.

      (b)   Actual Contribution Ratio.  "Actual Contribution Ratio" means the
ratio (expressed as a percentage) of the Participant's Employee Contributions
and Matching Contributions to the Plan for the Plan Year (and any other plan
that is aggregated with the Plan for purposes of meeting the nondiscrimination
requirements of Code Section 401(m)) to the Participant's Compensation for the
Plan Year.  The Actual Contribution Ratio of a Participant who is eligible, but
neither makes Employee Contributions nor receives Matching Contributions is
zero.  An Actual Contribution Ratio for a Participant who has met the
requirements of Section 2.01(a), but not the requirements of 2.01(b), is not
calculated or included in the calculation of the Actual Contribution
Percentage.

      (c)   Actual Deferral Percentage.  "Actual Deferral Percentage" means the
average (expressed as a percentage) of the Actual Deferral Ratios of the
Participants in a group.

      (d)   Actual Deferral Ratio.  "Actual Deferral Ratio" means the ratio
(expressed as a percentage) of the Participant's Elective Contributions for the
Plan Year (under the Plan and any other plan that is aggregated with the Plan
for purposes of meeting the nondiscrimination requirements of Code Section
401(k)) to the Participant's Compensation for the Plan Year.  At the option of
the Plan Administrator, Qualified Matching Contributions and/or Qualified
Nonelective Contributions may be included for purposes of determining each
Participant's Actual Deferral Ratio.  The Actual Deferral Ratio of a
Participant who is eligible but has no Elective Contributions, Qualified
Matching Contributions or Qualified Nonelective Contributions is zero.  The
Actual Deferral Ratio for a Participant who has met the requirements of Section
2.01(a) but has no Elective Contributions is zero.

      (e)   Compensation.  "Compensation" means compensation received from the
Employer during the Plan Year that is includible in gross income for income tax
purposes, including any elective contributions made by such Participant that
are not includible in gross income under Code Section 125, 402(a)(8), 402(h),
or 403(b).

      (f)   Elective Contributions.  "Elective Contributions" means
Compensation Deferral Contributions and any other Employer contributions made
to the Plan, and any other plan that is aggregated with the Plan for purposes
of meeting the nondiscrimination requirements of Code Section 401(k), that were
subject to a cash or deferred arrangement.

      (g)   Employee Contributions.  "Employee Contributions" means any
contributions to the Plan (and any other plan that is aggregated with the Plan
for purposes of meeting the nondiscrimination requirements of Code Section
401(m)) that are designed or treated as after-tax Employee contributions and
are allocated to a separate account to which attributable earnings and
losses are allocated.

      (h)   Excess Contributions.  'Excess Contributions" means the excess of:
(1) the Elective Contributions, Qualified Matching Contributions and/or
Qualified Nonelective Contributions of a Highly Compensated Employee for such
Plan Year, over (2) the maximum amount of such contributions permitted under
the limits determined in accordance with Section 8.03 hereof.

      (i)   Excess Aggregate Contributions.  "Excess Aggregate Contributions"
means the excess of:  (1) the Employee Contributions and Matching Contributions
actually made by or on behalf of a Highly Compensated Employee for such Plan
Year, over (2) the maximum amount of such contributions permitted under the
limits determined in accordance with Section 8.03 hereof.

      (j)   Highly Compensated Employee.  The term "Highly Compensated
Employee" or "HCE" means any Employee who performs service for an Employer
during the Plan Year and who: (1) was a 5-percent owner during the year or the
preceding year; or (2) for the preceding year received Compensation from the
Employers in excess of $80,000 (as adjusted pursuant to Code Section 415(d))
and was in the top-paid group of employees for such preceding year.

      An Employee is in the top-paid group of Employees for any year if such
Employee is in the group consisting of the top 20% of the Employees when ranked
on the basis of Compensation paid during such year.  For purposes of
determining the number of Employees in the top-paid group (but not for
identifying the particular Employees in the top-paid group), certain Employees
may be excluded in accordance with Code Section 414(q)(5).

      A former employee will be treated as an HCE if he or she was an HCE for
(i) the separation year, or (ii) any Plan Year ending on or after the
Employee's 55th birthday.

      Before determining who are Highly Compensated Employees, Code Sections
414(b), (c), (m), (n) and (o) shall first be applied.

      (k)   Matching Contributions.  "Matching Contributions" means:

            (1)   an Employer contribution made to the Plan (or any plan
required to be aggregated with the Plan for purposes of the nondiscrimination
requirements of Code Section 401(m)) on account of Employee Contributions to
the Plan;

            (2)   an Employer contribution made to the Plan (or any plan
required to be aggregated with the Plan for purposes of the nondiscrimination
requirements of Section 401(m)) on account of an Elective Contribution to the
Plan; or

            (3)   a forfeiture allocable on the basis of Excess Aggregate
Contributions.

      A contribution made by the Employer in order to meet the Top Heavy
minimum contribution requirements of Article XVI may not be treated as a
Matching Contribution.

      (l)   Non-Highly Compensated Employee.  'Non-Highly Compensated Employee"
or "Non-HCE" means any Employee who is not a Highly Compensated Employee.

      (m)   Qualified Matching Contributions.  "Qualified Matching
Contributions" means Matching Contributions that are fully vested at the time
of contribution and are subject to the withdrawal restrictions of Section
13.02.

      (n)   Qualified Nonelective Contributions.  "Qualified Nonelective
Contributions" means Employer contributions, other than Elective Contributions
and Matching Contributions, that are fully vested at the time of contribution
and are not subject to the withdrawal restrictions of Section 13.02.

      8.02   Nondiscrimination Requirements for Compensation Deferral
Contributions.

      (a)   Actual Deferral Percentage Test.  In no event shall the Actual
Deferral Percentage of Participants who are HCEs exceed the Actual Deferral
Percentage of the Participants who are Non-HCEs by more than the greater of:

            (1)   125% of the Actual Deferral Percentage for Participants who
are Non-HCEs, or

            (2)   The lesser of 200% of the Actual Deferral Percentage for
Participants who are Non-HCEs or two percentage points higher than the Actual
Deferral Percentage for Participants who are Non-HCEs.

      (b)   Excess Contributions.   If the Plan does not satisfy the Actual
Deferral Percentage Test for nondiscrimination in Code Section 401(k) for any
Plan Year, then the Excess Contributions  for such Plan Year (plus any income
and minus any loss allocable thereto as calculated in accordance with Section
8.02(c)) shall be distributed to the HCEs by the last day of the following Plan
Year, as determined under this Section.  If such Excess Contributions are
distributed more than 2 1/2 months after the last day of the Plan Year in which
such Excess Contributions arose, a ten percent (10%) excise tax will be imposed
on the Company or Employer maintaining the Plan with respect to such amounts.
The portion of the Excess Contributions attributable to an HCE is determined as
follows:

      First, the Plan Administrator shall determine the dollar amount of Excess
Contributions for each affected HCE, by reducing the Actual Deferral Ratio for
each HCE whose Actual Deferral Ratio(s) is the highest at any one time in the
following manner until the ADP Test is satisfied:

            (i)   The Actual Deferral Ratio of each HCE whose Actual Deferral
Ratio is the greatest shall be reduced by one-hundredth (1/100) of one
percentage point.

            (ii)  If more reduction is needed, the Actual Deferral Ratio of
each HCE whose Actual Deferral Ratio is the greatest (including the Actual
Deferral Ratio of any HCE whose Actual Deferral Ratio was adjusted under step
(i)) shall be reduced by one-hundredth (1/100) of one percentage point.

            (iii) If more reduction is needed, the procedures in step (ii)
shall be repeated.

      However, in applying steps (i) through (iii) above, rather than actually
distributing the amount of Compensation Deferral Contributions necessary to
reduce the Actual Deferral Ratio of each affected HCE to an amount sufficient
to satisfy the ADP Test in order of such HCE's Actual Deferral Ratios, the
total of the dollar amounts calculated in steps (i) through (iii) above (the
"Excess Contributions") will be determined and distributed as follows:

            (iv)  The Compensation Deferral Contributions of the HCE with the
highest dollar amount of Compensation Deferral Contributions will be reduced by
the amount required to cause that HCE's Compensation Deferral Contributions to
equal the dollar amount of the Compensation Deferral Contributions of the HCE
with the next highest dollar amount of Compensation Deferral Contributions.
Then this amount would be distributed to the HCE with the highest dollar amount
of Compensation Deferral Contributions.  However, if a lesser reduction, when
added to the total dollar amount already distributed under this step, would
equal the total Excess Contributions, then the lesser dollar amount will be
distributed.

            (v)   If the total amount distributed under step (iv) is less than
the total Excess Contributions, then the step (iv) will be repeated.

      Any refund made in accordance with this Section to a Participant shall be
drawn from the Participant's Compensation Deferral Contributions Account.

      Matching Contributions with respect to such distributed Compensation
Deferral Contributions shall be forfeited (unless paid to the Participant due
to a correction under the Actual Contribution Percentage correction).

      The amount of Excess Contributions to be distributed shall be reduced by
excess Compensation Deferral Contributions previously distributed pursuant to
Section 3.02(h) for the taxable year ending in the same Plan Year.
Furthermore, excess Compensation Deferral Contributions to be distributed for a
taxable year pursuant to Section 3.02(h) will be reduced by Excess
Contributions previously distributed pursuant to this Section 8.02(b) hereof
for the Plan Year beginning in such taxable year.

      (c)   Allocation of Income.  Excess Compensation Deferral Contributions
under Section 3.02(h) and Excess Contributions under this Section will be
adjusted for any income or loss up to the date of distribution.  Such income or
loss will be computed according to a reasonable method permitted under Treas.
Reg. 1.401(k)-1(f)(4).

      8.03   Nondiscrimination Requirements for Matching Contributions and
Employee Contributions.

      (a)   Actual Contribution Percentage Test.  In no event shall the Actual
Contribution Percentage of Participants who are HCEs exceed the Actual
Contribution Percentage of the Participants who are Non-HCEs by more than the
greater of:

            (1)   125% of the Actual Contribution Percentage for Participants
who are Non-HCEs, or

            (2)   The lesser of 200% of the Actual Contribution Percentage for
Participants who Non-HCEs or two percentage points higher than the Actual
Contribution Percentage for Participants who are Non-HCEs.

      (b)   Excess Aggregate Contributions.  If the plan fails the Actual
Contribution Percentage Test for nondiscrimination under Code Section 401(m),
the Excess Aggregate Contributions for such Plan Year (plus any income and
minus any loss allocable thereto including the period between the end of the
Plan Year and the date of distribution or forfeiture) shall be distributed to
the HCEs by the last day of the following Plan Year, as determined under this
Section.  If such Excess Aggregate Contributions are distributed more than
2 1/2 months after the last day of the Plan Year in which such excess amounts
arose, a ten percent (10%) excise tax will be imposed on the Employer
maintaining the Plan with respect to those amounts.

      The portion of the Excess Aggregate Contributions attributable to an HCE
is determined under the procedures specified in Section 8.02(b).  Any refund
made to a Participant in accordance with this Section shall be drawn from his
or her Matching Contributions Account.  Notwithstanding the foregoing, if a
Participant does not have a 100% nonforfeitable right to his or her Matching
Contributions Account under Section 5.03, the forfeitable portion of any amount
withdrawn from the Participant's Contributions Account shall be forfeited and
the vested portion shall be distributed to the Participant.

      (c)   Allocation of Income.  Excess Aggregate Contributions will be
adjusted for any income or loss up to the date of distribution.  Such income or
loss will be computed according to a reasonable method permitted under Treas.
Reg. 1.401(k)-1(f)(4).

      8.04   Multiple Use Limitation.  In the event that an HCE participates in
a plan (or a group of plans maintained by the Company) that is subject to both
the nondiscrimination requirements of Code Section 401(k) (as described in
Section 8.02) and the nondiscrimination requirements of Code Section 401(m) (as
described in Section 8.03), the sum of the Actual Deferral Percentage and the
Actual Contribution Percentage for the group of HCEs may not exceed the sum of:

      (a)   125% of:

            (1)   the Actual Deferral Percentage of the Group of Non-HCEs; or

            (2)   the Actual Contribution Percentage of Non-HCEs; plus

            (3)   the lesser of: (i) 2% plus the lesser of (a)(1) or (a)(2)
above; or (ii) 200% of the lesser of (a)(1) or (a)(2) above.

      (b)   Alternatively, the sum of the Actual Deferral Percentage and the
Actual Contribution Percentage for the group of the HCEs may not exceed the sum
of 125% of the lesser of:

            (1)   the Actual Deferral Percentage of the group of Non-HCEs; or

            (2)   200% of the greater of (a)(1) or (a)(2) above.

      To the extent that it is necessary, the Actual Deferral Percentage or the
Actual Contribution Percentage of the HCE group shall be reduced to comply with
this limitation.  (Any alternative calculation provided by regulations shall be
incorporated in this Plan by reference and shall apply when and as provided in
those regulations.)

      8.05   Distribution Rules for Excess Contributions and Excess Aggregate
Contributions.

      (a)   Income or loss attributable to Excess Contributions and/or Excess
Aggregate Contributions shall be determined in the same proportion that the
amount of the Participant's Employee Contributions or Matching Contributions
distributed bears to the balance of his appropriate Account.

      (b)   The distribution of Excess Contributions, Excess Aggregate
Contributions, and any income thereon may be made without the consent of the
Participant or his spouse, and shall be considered as income to the
Participant, except to the extent of Employee Contributions distributed, for
purposes of Code Section 61.

      (c)   The Plan Administrator may re-characterize Elective Deferrals as
Employee Contributions as an alternative to distributing Excess Contributions,
provided the following requirements are met:

            (1)   The amount of recharacterized Elective Contributions, when
combined with the HCE's other Employee Contributions, does not exceed any limit
on Employee Contributions to the Plan, including the nondiscrimination
restrictions provided in Section 8.03.

            (2)   The recharacterized Elective Contributions must be considered
as Employee Contributions for the Plan year in which the Elective Contributions
were made.



ARTICLE IX
TRUST FUND AND INVESTMENT FUNDS

      9.01   Individual Investment Funds.  The Company shall direct the Trustee
to establish certain Investment Funds within the Trust Fund, including a
Company Stock Fund.  A Participant may direct the investment of his or her
Accounts, subject to the terms of Section 9.02 below.  The Company may
establish additional Investment Funds or remove an Investment Fund from the
Plan from time to time in its sole discretion.

      9.02   Individual Investment Funds.  A Participant may, in any manner
made available by the Plan Administrator, direct the manner in which all
contributions and allocations to the Participant's  Compensation Deferral
Contributions Account, Profit Sharing Contributions Account, Matching
Contributions Account, Rollover Contributions Account and Prior Plan
Account shall be invested (an "Investment Election").  The Participant may
direct the investment of such Accounts in one or more of the Investment Funds,
in increments of at least 1%.

      (a)   A Participant may change the investments of his Compensation
Deferral Contributions Account, Profit Sharing Contributions Account, Matching
Contributions Account, Rollover Contributions Account, and Prior Plan Accounts
daily.  A Participant may make changes in the Investment Election at any time
by written election filed with the Plan Administrator, or by such other method,
such as a voice response system, that the Plan Administrator makes available.
Each change shall be effective as soon as practicable following receipt, but in
no event later than five (5) business days following the receipt of the
election.  The Participant may elect to invest future contributions differently
than present Account balances.

      (b)   The Trustee shall revalue the assets of each Investment Fund at
their fair market value as of each Valuation Date.  The Accounts of each
Participant shall then be adjusted by apportioning the Investment Fund,
including income, as thus revalue, among Participants' Accounts in proportion
to the value of their respective interests in the Investment Fund immediately
preceding such revaluation.

      (c)   The Plan is intended to constitute a plan described in Section
404(c) of ERISA and Title 29 of the Code of Federal Regulations Section
2550.404(c)-1.  The Trustee, Plan Administrator and any other fiduciary of the
Plan are relieved of liability for losses which are the direct and necessary
result of investment instructions given by a Participant or beneficiary.

      (d)   If the Participant fails to direct one hundred percent (100%) of
his Compensation Deferral Contributions Account, Profit Sharing Contributions
Account, Matching Contributions Account, Rollover Contributions Account, and
Prior Plan Account to an Investment Fund, the balance not directed shall be
invested in such Investment Fund as the Plan Administrator deems to be the most
conservative.

      9.03   Cash Dividend Option.  A Participant shall have the option to
elect to receive dividends on Company Stock held in the Participant's ESOP
Account in cash or Company Stock.  This election shall apply to all
Participants who have a 100% nonforfeitable interest in each of their Accounts
pursuant to Section 5.03.

      Participants may elect to receive quarterly dividends in cash as of the
end of June and the end of December.  Each June election shall apply to the
next following September 30 and December 31 quarterly dividends.  Each December
election shall apply to the next following March 31 and June 30 quarterly
dividends.  Participant elections shall be made in writing in accordance with
procedures and forms provided by the Plan Administrator.  Employer dividends
not elected in cash shall be reinvested in additional shares of Company Stock.

      9.04   Participants' Right to Vote Company Stock.  Each Participant shall
be entitled to direct the exercise of voting rights with respect to (1) the
whole and fractional shares of stock allocated to that Participant's ESOP
Account, and (2) the Company Stock deemed owned by the Participant's Accounts
pursuant to the Participant's investments in the Company Stock Fund.  The
Company shall provide to each Participant materials pertaining to the exercise
of such rights containing all the information distributed to shareholders as
part of its distribution of such information to shareholders.  A Participant
shall have the opportunity to exercise any such rights within the same time
period as shareholders of the Company.  In the exercise of voting rights,
shares of Company Stock for which no voting instructions are received and
shares of Company Stock that are not allocated to any Participant's Account
shall be voted in the same ratio for the election of directors and for and
against each other issue as the applicable vote directed by Participants with
respect to shares of Company Stock.

      9.05   Diversification of Employer Securities Investments.  This Section
applies only to a Participant's ESOP Accounts.

      (a)   Definitions.

            (1)   "Qualified Participant" means a Participant who has attained
age 55 and who has completed at least ten years of participation in the Plan or
any prior plans of the Employer.

            (2)   "Qualified Election Period" means the Plan Year in which a
Participant becomes a Qualified Participant and the five succeeding Plan Years
thereafter.

      (b)   Election by Qualified Participants.  Each Qualified Participant
shall be permitted to direct the Plan, within 90 days following the end of a
Plan Year in the Qualified Election Period, as to the investment of 25% of the
value of the Participant's ESOP Account.  A Qualified Participant in the final
year of his or her Qualified Election Period may direct the Plan as to the
investment of 50% of the value of his ESOP Account.  Amounts for which
diversification elections pursuant to this Section 9.05 are made will reduce
the amount to which any future election under this Section in a later Plan Year
may be applied.

      (c)   Method of Directing Investment. The Participant's direction shall
be provided to the Plan Administrator in writing; shall be effective no later
than 180 days after the close of the Plan Year to which the direction applies;
and shall specify which, if any, of the options set forth in Section (d) below
the Participant selects.

      (d)   Investment Options.  The Plan shall give each Qualified Participant
an opportunity to elect between the following:

            (1)   To have the Plan distribute (notwithstanding Code Section
409(d)) the portion of the Participant's ESOP Account that is covered by the
election within 90 days after the last day of the period during which the
election can be made.  Such distribution shall be subject to such requirements
of the Plan concerning put options as would otherwise apply to a distribution
of Qualifying Employer Securities of the Plan.  This paragraph (d)(1) shall
apply notwithstanding any other provision of the Plan other than such provision
as require the consent of the Participant to a distribution with a present
value in excess of $5,000.  If the Participant does not consent, such amount
shall be retained in this Plan.

            (2)   To invest the portion of the Participant's ESOP Account that
is covered by the election among all the Investment Funds available under this
Article for other Participant Accounts.  The Participant's election shall be
made in accordance with rules and procedures established by the Plan
Administrator with amounts invested in one or more funds in increments of at
least 1%.


ARTICLE X
AMENDMENT OR TERMINATION

      10.01  Amendment.  The Company reserves the right, at any time and from
time to time, to amend in whole or in part either retroactively or
prospectively any or all of the provisions of the Plan without the consent of
any Employer or Participant.  Such amendment shall be stated in a written
instrument adopted or executed by the Company.  Upon the Company's adoption or
execution of any amendment, the Plan shall be deemed to have been amended and
the Company, the Employers and all Plan Participants and their beneficiaries
shall be bound thereby; provided, however, that no amendment shall:

      (a)   authorize, cause or permit any part of the Trust Fund (other than
such part as is required to pay taxes and administrative expenses) to be used
or diverted to purposes other than the benefit of the Participants, former
Participants or their beneficiaries or estates (except as described in Section
14.03);

      (b)   affect the rights, duties or responsibilities of the Trustee
without its consent; or

      (c)   have any retroactive effect so as to deprive any Participant of his
or her nonforfeitable interest already accrued, or eliminate an optional form
of benefit, except only that any amendment may be made retroactive which is
necessary to conform the Plan to mandatory provisions of Federal or State law,
regulations or rulings.

      10.02  Plan Termination or Discontinuance of Contributions.  The Company
shall have the right, at any time, to terminate the Plan.  Upon such
termination, or any partial termination, the entire interest of each affected
Participant's Accounts shall become nonforfeitable.  Upon the discontinuance of
Employer contributions or suspension thereof on other than a temporary basis,
the entire interest of each affected Participant's Accounts shall become
nonforfeitable.  Any unallocated funds existing at the time of such termination
or discontinuance shall be allocated to the then affected Participants in the
same manner as Employer contributions under Section 4.02(a). Distribution upon
Plan termination shall be made in accordance with the provisions of Article VI
of the Plan.

      10.03  Merger, Consolidation or Transfer of Assets.  The Company may
merge or consolidate the Plan with, or transfer the Plan's assets or
liabilities to, any other plan, provided each Participant would receive a
benefit immediately after such merger, consolidation or transfer, if the
successor plan then terminated, that is equal to or greater than the benefit
the Participant would have received immediately prior to such merger,
consolidation or transfer if the Plan were to have terminated on such date.


ARTICLE XI
ADMINISTRATION

      11.01  Plan Administrator's Powers and Duties.  The Plan Administrator
shall administer the Plan in accordance with its terms, and shall have all
powers necessary to administer the Plan in accordance with the provisions set
forth in the Plan.  The Plan Administrator shall interpret the Plan and shall
determine all questions arising in the administration, interpretation and
application of the Plan.  Any such determination by the Plan Administrator
shall be conclusive and binding on all persons, subject to the claims procedure
as set forth in Section 11.05 of the Plan.

      The Plan Administrator may adopt such by-laws and regulations as it deems
desirable for the conduct of its affairs, and may appoint such accountant,
counsel, specialists, and other persons as it deems necessary or desirable in
connection with the administration of the Plan.  The Plan Administrator shall
be entitled to rely conclusively upon, and shall be fully protected in any
action taken by it in good faith in relying upon, any opinions or reports that
shall be furnished to it by any such accountant, counsel or other specialists.

      11.02  Records and Reports.  The Plan Administrator shall keep a record
of all its proceedings and acts, and shall keep all such books of accounts,
records and other data as may be necessary for the proper administration of the
Plan.  The Plan Administrator shall notify the Company and the Trustee of any
action taken by it and, when required, shall notify any other interested person
or persons.

      11.03  Committee.  The Company may appoint a Committee as the Plan
Administrator under the Plan. The Committee members may be officers, board
members or employees of the Employers.  No member shall be disqualified from
exercising the powers and discretion herein conferred by reason of the fact
that such member is or may thereafter be a Participant or entitled to benefits
hereunder.  The Company may add or remove members of the Committee at any time,
in its sole discretion, by written notice to the Committee and any affected
member.  Any Committee member may resign by delivering his or her written
resignation to the Company and the Committee.

      (a)   Organization and Operation of Committee.   If the Company has
appointed a Committee as the Plan Administrator, the Committee shall act by a
majority of its members at that time in office and such action may be taken
either by a vote at a meeting or taken in writing by unanimous consent without
a meeting.

      The Committee may authorize any one or more of its members to execute any
document or documents on behalf of the Committee, in which event the Committee
shall notify the Trustee in writing of such action and the name or names of its
member or members so designated.  The Trustee thereafter may accept and rely
upon any document executed by such member or members as representing action by
the Committee until the Committee shall file with the Trustee a written
revocation of such designation.

      The Committee may appoint a subcommittee to approve distributions from
the Plan.  Such subcommittee will consist of not less than two members of the
Committee, and will have authority to approve distributions on behalf of the
Committee.

      (b)   Limitation on Liability.  The Company intends to allocate to the
Committee only those responsibilities included in this Section.  The Employers
shall indemnify each Committee member against personal loss by reason of
service as a Committee member.

      11.04  Payment of Expenses.  Reasonable and necessary expenses of
administering the Plan may include expenses incurred to properly communicate
the Plan to Employees, and may be paid from the Trust Fund.  The members of the
Committee shall serve without compensation for services as such, but the
Employers shall pay all expenses of the Committee.  Such expenses shall include
any expenses incident to the functioning of the Committee, including but not
limited to, fees of accountants, legal counsel, investment counsel and other
specialists, and other costs of administering the Plan.

      11.05  Claims Procedure.  A claim for a Plan benefit shall be deemed
filed when the Plan Administrator receives a written communication made by a
Participant or beneficiary, or the authorized representative of either.

      If the Plan Administrator wholly or partially denies a claim, the Plan
Administrator shall give written notice of such denial to the claimant within
90 days after the Plan Administrator receives the claim.  Such notice shall set
forth, in a manner calculated to be understood by the claimant: (1) the
specific reason or reasons for the denial; (2) specific reference to pertinent
Plan provisions on which the denial is based; (3) a description of any
additional material or information necessary to perfect the claim and an
explanation of why such material or information is necessary; and (4) an
explanation of the Plan's claim review procedure.

      Within 90 days from the receipt of the notice of denial, a claimant may
appeal such denial to the Plan Administrator for a full and fair review.  The
review shall be instituted by the filing of a written request for review by the
claimant or his or her authorized representative within the 90 day period
stated above.  A request for review shall be deemed filed as of the date the
Plan Administrator receives such written request.  The claimant or his or her
authorized representative shall have the right to review all pertinent
documents, may submit issues and comments in writing and may do such other
appropriate things as the Plan Administrator may allow.  The Plan Administrator
shall make its decision not later than 60 days after it receives the request
for review; unless special circumstances, such as the need to hold a hearing,
require an extension of time, in which case, the Plan Administrator shall
render a decision not later than 120 days after it receives a request for
review, which decision shall be final and binding on such claimant.






ARTICLE XII
PARTICIPATING EMPLOYERS

      12.01  Commencement.  Subject to the terms of the Plan, each Employer
that was an Employer under the Mid Am, Inc. Profit Sharing and 401(k) Plan, the
Citizens Bancshares, Inc. Amended and Restated Profit Sharing Plan, the Century
National Bank and Trust Company Amended and Restated Profit Sharing/401(k)
Plan, or The Ohio Bank Employees' Profit Sharing Plan as of December 31, 1998,
shall be an Employer under the Plan on January 1, 1999.  On and after that
date, any entity that is a Related Entity with respect to the Company may, with
the Company's permission, elect to adopt this Plan and the accompanying Trust
Agreement.

      12.02  Termination.  The Company may determine at any time that any
Employer shall withdraw and establish a separate plan and fund.  The Company
shall effect the withdrawal by delivering a duly executed instrument to the
Trustee instructing it to segregate the assets of the Trust Fund allocable to
the Employees of such Employer and pay them over to the separate fund.

      Any Employer under the Plan that ceases to be a Related Entity, shall
automatically be withdrawn from the Plan, effective on the date the Employer
ceases to be a Related Entity.

      12.03  Single Plan.  The Plan shall at all times be administered and
interpreted as a single plan for the benefit of the Employees of the Company
and all Employers.

      12.04  Delegation of Authority.  Each Employer, by adopting the Plan,
acknowledges that the Company has all the rights and duties thereof under the
Plan and the Trust Agreement, including the right to amend the same.

      12.05  Disposition of Assets or Subsidiary.  Distributions may be made in
connection with the Company's disposition of assets or a subsidiary to those
Employees who continue in employment with the purchaser of the assets or with
the subsidiary, provided that the purchaser or the subsidiary does not maintain
the Plan after the disposition, subject to Section 6.10.


ARTICLE XIII
LOANS AND IN-SERVICE WITHDRAWALS

      13.01  Loans to Participants.  The Plan Administrator may direct the
Trustee to make a loan to a Participant, from the Participant's Account, upon
the Participant's request.  The Plan Administrator will direct the Trustee to
make loans from Participants' Accounts on a uniform, non-discriminatory basis,
in accordance with procedures the Plan Administrator establishes, and upon the
terms and conditions set forth below.

      (a)   The total amount that any Participant can borrow under this
provision cannot exceed the lesser of: (1) 50% of the Participant's vested
Accounts; or (2) $50,000, reduced by the highest outstanding balance of loans
from the Plan to the Participant during the one year period ending on the day
before which such loan is to be made.

      (b)   Each loan shall bear interest at an annual rate that the Plan
Administrator shall determine in accordance with regulations it has
established.

      (c)   Each Participant who receives a loan hereunder shall also receive a
clear statement of the charges involved in each loan transaction.  The
statement shall include the dollar amount and the annual interest rate of the
finance charge.

      (d)   The Participant must repay a loan in such manner as the Plan
Administrator specifies, provided that any loan must be repaid in full within
the earlier of five years or the date of the Participant's retirement.
Notwithstanding the foregoing, if the loan is to be used to acquire a dwelling
that is to be used within a reasonable time as the principal residence of the
Participant, the maximum length of the loan shall be fifteen years.  The loan
shall be amortized in level payments over the term of the loan, with payments
occurring not less frequently than quarterly.

      (e)   All loans shall be evidenced by Promissory Notes and such other
documents that the Plan Administrator or the Trustee may reasonably require
under the circumstances.

      (f)   The Plan Administrator or the Trustee shall be entitled to exercise
all legal and equitable rights available to it in order to enforce the
collection of any unpaid loan balance.

      (g)   If any loan to a Participant is unpaid on the date that the
Participant, or his beneficiary or estate, becomes entitled to receive benefits
from the Trust, such unpaid portion shall, as of that date, become due and the
amount thereof, together with any unpaid interest thereon, shall be deducted
from any benefits that the Participant, his beneficiary or his estate
otherwise would have been entitled to receive.  The provisions of this Section
shall apply the same for loans renewed, renegotiated, modified or extended as
for new loans.

      (h)   For each Participant who was a Participant in the Mid Am, Inc.
Profit Sharing and 401(k) Plan prior to January 1, 1999, if the value of the
Participant's vested Accounts subject to security for a loan is in excess of
$5,000, then in the 90-day period ending on the date on which the loan is
secured, the Participant's spouse, if any, must consent to the loan.  If the
spouse does not give consent, then such Participant shall not be eligible for a
loan.

      (i)   All loans shall be subject to such administrative procedures as the
Plan Administrator deems necessary.

      (j)   Loans may be made either from a Participant's (i) Compensation
Deferral Contributions Account or (ii) Profit Sharing Account, Matching
Contributions Account, ESOP Account, Prior Plan Account and Rollover
Contributions Account.  A Participant may have only one loan outstanding at a
time from either set of Accounts, subject to the limits described in
Section 13.01(a).  A loan shall be repaid into the Account from which it was
made.

      13.02  Hardship Distributions.  Distribution of Compensation Deferral
Contributions (exclusive of earnings, gains and other accretions attributable
to Plan Years commencing after December 31, 1988) may be made to a Participant
in the event of hardship.  For purposes of this Section, hardship is defined as
an immediate and heavy financial need of the employee where such employee lacks
other available resources.  For each Participant who was a Participant in the
Mid Am, Inc. Profit Sharing and 401(k) Plan prior to January 1, 1999, hardship
distributions are subject to the spousal consent requirements contained in Code
Sections 401(a)(11) and 417.

      (a)   The following are the only financial needs considered immediate and
heavy:  (1) Expenses incurred or necessary for medical care, described in Code
Section 213(d), of the Participant, the Participant's spouse or dependents; (2)
the purchase (excluding mortgage payments) of a principal residence for the
Participant; (3) payment of tuition and related educational fees for the next
twelve (12) months of post-secondary education for the Participant, the
Participant's spouse, children or dependents; or (4) the need to prevent
eviction of the Participant from, or a foreclosure on, the mortgage of, the
Participant's principal residence.

      (b)   A distribution will be considered as necessary to satisfy an
immediate and heavy financial need of the Participant only if:

            (1)   Compensation Deferral Contributions for the Participant's
taxable year immediately following the taxable year of the hardship
distribution shall be limited to the applicable limit under Code Section 402(g)
for such taxable year less the amount of Compensation Deferral Contributions
for the taxable year of the hardship distribution;

            (2)   the Participant has obtained all available distributions,
other than hardship distributions, and all non-taxable loans under this Plan
and all other plans maintained by the Employer;

            (3)   the Participant shall not be permitted to make Compensation
Deferral Contributions under this Plan or compensation deferral contributions
under any other plan of the Employer for a period of 12 months after the
receipt of the hardship distribution; and

            (4)   the distribution is not in excess of the amount of an
immediate and heavy financial need.

      13.03  In-Service Distributions for Certain Participants.  Participants
who were participating in the Mid Am, Inc. Profit Sharing and 401(k) Plan on
December 31, 1998  (the "Special Participants") have the additional
distribution right described in this Section 13.03 with regard to the amounts
in their ESOP Accounts on December 31, 1998.  The Plan Administrator may direct
the Trustee to make an in-service distribution of the nonforfeitable portion of
a Special Participant's ESOP Account to the Special Participant (excluding (i)
amounts credited to such account within the last two years if the Special
Participant has participated in the Plan less than five years and (ii) amounts
credited to such account on or after January 1, 1999) in accordance with the
terms and conditions of Section 13.02 of the Plan, except as follows:

      (a)   a Special Participant requesting a distribution under this Section
is not subject to the requirement in Section 13.02(b)(2) that the Special
Participant obtain all non-taxable loans under the Plan and all other plans
maintained by the Employer; and

      (b)   the only financial need for which a distribution under this Section
is available is for the purchase (excluding mortgage payments) of a principal
residence for the Special Participant.


      13.04  In-Service Withdrawals Relating to the Adrian State Bank Plan.

      (a)   Compensation Deferral Contributions.  Any active Participant who
has attained age 59 1/2 may make written application to the Plan Administrator
(on a form and in a manner to be prescribed by the Plan Administrator) to
withdraw from the Trust Fund an amount not in excess of the value of his or her
Prior Plan Account attributable to compensation deferral contributions made to
the Adrian State Bank Profit Sharing and Savings Plan (exclusive of any earnings
thereon) determined as of the valuation date following the date of the request.
An active Participant who has attained age 59 1/2 may make such a request
without terminating employment.  Only one such withdrawal by an active
Participant may be made in any one Plan Year.

      (b)   Voluntary After-Tax Contributions.  Prior to termination of
employment, a Participant may elect to make a withdrawal from that portion of
his Prior Plan Account attributable to his voluntary after-tax contributions
made to the Adrian State Bank Profit Sharing and Savings Plan.  The following
rules shall apply respecting such withdrawal:

            (1)   Withdrawals shall be permitted upon application acceptable to
the Plan Administrator and thirty (30) days' notice if so requested by the
Trustee.

            (2)   Any withdrawal shall be limited to an amount not in excess of
the lesser of the Participant's total voluntary after-tax contributions, or the
value of that portion of his Prior Plan Account attributable to voluntary
after-tax contributions, provided that such withdrawals shall not be permitted
more than one in each calendar year quarter.


ARTICLE XIV
MISCELLANEOUS

      14.01  Participant's Rights.  Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund or account, nor any
distributions hereunder, shall be construed as giving to any Participant or
other person any legal or equitable right against the Employer, or any officer
or Employee thereof, or the Trustee, or the Plan Administrator except as
herein provided.  Under no circumstances shall the terms of employment of any
Participant be modified or in any way affected thereby.

      14.02  Assignment or Alienation of Benefits.  No benefit or interest
available hereunder will be subject to assignment or alienation, either
voluntarily or involuntarily.  The preceding sentence shall also apply to the
creation, assignment, or recognition of a right to any benefit with respect to
a participant pursuant to a domestic relations order entered before January 1,
1985, or a domestic relations order that is not a Qualified Domestic Relations
Order.   For purposes of this Section 14.02, "Qualified Domestic Relations
Order" means any domestic relations order that creates or recognizes the
existence of an alternate payee's right to, or assigns to an alternate payee
the right to, receive all or a portion of the benefits payable with respect to
a Participant, and that otherwise meets the requirements of Code Section
414(p).

      As soon as practical after receipt of a domestic relations order, the
Plan Administrator shall determine whether it is a Qualified Domestic Relations
Order.  If the domestic relations order is determined to be a Qualified
Domestic Relations Order, the Plan Administrator shall be permitted, in
accordance with rules and regulations promulgated by the Internal Revenue
Service and the rules and regulations established by the Plan Administrator, to
direct the Trustee to make an immediate distribution to the alternate payee (i)
if the amount is less than $5,000, (ii) as provided in any such Order, or (iii)
as elected by the alternate payee.  Such distribution shall be permitted
regardless of the age or employment of the Participant and regardless of
whether not the Participant is otherwise entitled to a distribution, but only
from the Participant's vested Accounts.

      14.03  Reversion of Funds to Employer.  All Employer contributions are
conditioned upon their deductibility pursuant to Code Section 404.  An Employer
shall not directly or indirectly receive any refund on contributions made to
the Trust Fund except in the following circumstances:

      (a)   Mistake of Fact.  In the case of a contribution made by a good
faith mistake of fact, the Trustee shall return the erroneous portion of the
contribution, without increase for investment earnings, but with decrease for
investment losses, if any, within one year after payment of the contribution to
the Trust Fund.

      (b)   Deductibility.  To the extent deduction of any contribution
determined by an Employer in good faith to be deductible is disallowed, the
Trustee, at the option of the Employer, shall return that portion of the
contribution, without increase for investment earnings but with decrease for
investment losses, if any, for which deduction has been disallowed within one
year after the disallowance of the deduction.

      (c)   Initial Qualification.  In the event there is a determination that
the Plan does not initially satisfy all applicable requirements of Code Section
401, all contributions made by an Employer incident to that initial
qualification shall be returned to the Employer by the Trustee within one year
after the date on which the initial qualification is denied, but only if the
Company submitted an application for such initial determination by the due date
of the Company's income tax return for the taxable year in which the Plan was
adopted, or such later date as the Treasury Secretary may prescribe.

      (d)   Limitation.  No return of contribution shall be made under this
Section which adversely affects the Plan's qualified status under regulations,
rulings or other published positions of the Internal Revenue Service or reduces
a Participant's Account below the amount it would have been had such
contribution not been made.

      Earnings attributable to any contribution subject to refund shall not be
refunded.  The amount subject to refund shall be reduced by any loss
attributable thereto, and by any amount that would cause the individual account
of any Participant to be reduced to less than the balance which would have been
in the account had the contribution subject to refund not been made.  The
return of the contribution shall be made within one (1) year of the mistaken
payment, the disallowance of deduction (to the extent disallowed) or the denial
of qualification, as the case may be.  This Section shall not preclude refunds
made in accordance with Article VIII.

      14.04  Action by Company.   Any action by the Company or an Employer
under this Plan may be by resolution of the Board of Directors, or by any
person or persons duly authorized by resolution of the Board of Directors or by
the By-Laws of the Company (or Employer) to take such action.  Whenever the
Company or an Employer, under the terms of the Plan, is permitted or required
to do or perform any act or matter or thing, it shall be done and performed by
any officer thereunto duly authorized.

      14.05  Allocation of Responsibilities.  None of the allocated
responsibilities or any other responsibilities shall be shared by any two or
more Named Fiduciaries unless such sharing is provided by a specific provision
of the Plan.  Whenever one Named Fiduciary is required to follow the directions
of another Named Fiduciary, the responsibility shall be that of the Named
Fiduciary giving the directions.

      14.06  Construction of Plan.  To the extent not in conflict with the
provisions of ERISA, all questions of interpretation of the Plan shall be
governed by the laws of the State of Ohio.

      14.07  Gender and Number.  Wherever any words are used herein in the
masculine gender, they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply.

      14.08  Headings.  Headings of sections are for general information only,
and the Plan is not to be construed by reference thereto.

      14.09  Voting Company Stock.  The Trustee shall vote all allocated shares
of Company Stock in accordance with Participants' directions.  The Trustee
shall vote shares of Company Stock for which no voting instructions are
received and shares of Company Stock that are not allocated to any
Participant's Account in the same ratio as it votes the Company Stock for which
voting instructions from Participants are received.

      14.10  Payment of Expenses.  Pursuant to instructions of the Company, the
Trustee shall pay from the Trust Fund all reasonable and necessary expenses,
taxes and charges incurred on behalf of the Fund or the income thereof in
connection with the administration or operation of the Trust Fund to the extent
that such items are not otherwise paid.  No provision of this Plan shall be
construed to provide for payment to or the reimbursement of the Trustee (or any
employee or agent of the Trustee) with respect to any liability or expense
(including counsel fees) that may be incurred by the Trustee (or any employee
or agent) having been found to have breached any responsibility it may have
under the other provisions of this Plan or any responsibility or prohibition
imposed upon it by ERISA.

      14.11  Incapacity.  If the Plan Administrator determines that a person
entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs,
the Plan Administrator may make payments to such person for his benefit, or
apply the payments for the benefit of such person in such manner as the Plan
Administrator considers advisable.  Any payment of a benefit in accordance with
the provisions of this Section shall be a complete discharge of any liability
to make such payment.

      14.12  Employee Data. The Plan Administrator or the Trustee may require
that each Employee provide such data as it deems necessary upon becoming a
Participant in the Plan.  Each Employee, upon becoming a Participant, shall be
deemed to have approved of and to have acquiesced in each and every provision
of the Plan for himself, his personal representatives, distributees, legatees,
assigns, and beneficiaries.

      14.13  Reduction for Overpayment.  The Plan Administrator shall, whenever
it determines that a person has received benefit payments under this Plan in
excess of the amount to which the person is entitled under the terms of the
Plan, make reasonable attempts to collect such overpayment from the person.

      14.14  Invalidity of Certain Provisions.  If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and the Plan shall be construed
and enforced as if such provisions, to the extent invalid or unenforceable, had
not been included.

      14.15  Plan Supplements.  The provisions of this Plan may be modified by
Supplements or Appendices to the Plan.  The terms and provisions of each
Supplement or Appendix are part of the Plan and supersede the provisions of the
Plan to the extent necessary to eliminate any inconsistencies between the Plan
and the Supplements or Appendices.


ARTICLE XV
EXEMPT LOAN

      15.01  Definition of Exempt Loan.  An Exempt Loan is a direct loan of
such, a purchase money transaction, an assumption of the obligation of the
Plan, or a guarantee of the obligation of the Plan assumed in conjunction with
one of the above between the Plan and a party-in-interest as defined in Section
3(14) of ERISA.

      15.02  Requirements for an Exempt Loan.  Any Exempt Loan entered into by
the Plan shall meet the following requirements:

      (a)   The loan shall primarily be for the benefit of Participants.  The
rate of interest shall be reasonable and the net effect of the rate of interest
and the price of the securities to be acquired with the loan shall be such that
Plan assets would not be depleted.  The loan shall be made only upon such terms
as would result from arm's length negotiations between the Plan and independent
third parties.  The loan shall be made for a definite period of time.

      (b)   The proceeds received shall be used only to acquire Employer
securities, to repay the loan or to repay a prior Exempt Loan.

      (c)   The loan shall be made without recourse against the general assets
of the Plan.  The collateral shall consist only of securities acquired with the
proceeds of the loan, or securities acquired with proceeds of a prior Exempt
Loan if the prior Exempt Loan is being paid with proceeds of the current Exempt
Loan.  There shall be no right of any lender to the Plan against assets of the
Plan other than collateral given for the loan, contributions made to the Plan
to meet the obligations of the loan, and earnings attributable to collateral
and investment of the contributions made to meet the obligations of the loan.
In the event of default the amount of Company Stock transferred to the lender
in satisfaction of a default cannot exceed the amount of such default.  In the
case of a default in favor of a party-in-interest, the default shall only be to
the extent of current payments due.

      (d)   Payments made by the Plan to repay an Exempt Loan shall not exceed
an amount equal to contributions and earnings received during or prior to the
year minus such payments in prior years.  The Company Stock purchased with the
proceeds of the loan shall be held in a suspense account until the stock is
released from the suspense account and allocated to the Participants' Profit
Sharing Contributions Accounts or ESOP Accounts.  Stock released from the
suspense account must be equal to an amount calculated by multiplying the
amount encumbered stock by the fraction of the principal and interest paid for
the Plan Year divided by the sum of the principal and interest paid from the
Plan year plus principal and interest for all future years.

      (e)   The Company Stock acquired with the proceeds of an Exempt Loan
shall not be subject to any option other than the option provided for in
Section 15.03 or a buy-sell or similar arrangement when the stock is held by or
distributed from the Plan whether or not the Plan ceases to be an ESOP or the
Exempt Loan is fully repaid.

      15.03  Right of First Refusal.  Company Stock acquired with the assets of
an Exempt Loan may be subject to a right of First refusal in the Employer, or
in the Plan.  The right of first refusal shall comply with the following
requirements:

      (a)   The selling price and other terms under the right of first refusal
must be not less favorable to the security holder than the greater of the fair
market value of the security, or the purchase price or other terms offered by a
third person pursuant to a good faith offer to purchase.

      (b)   The right of first refusal must lapse no later than 14 days after
the security holder gives written notice to the Employer that an offer by a
third party to purchase the stock has been received.

      15.04  Annual Additions.  If the Trust has obtained an Exempt Loan, the
Annual Addition limitations of Article VII shall be determined with regard to
the contributions used by the Trust to pay the loan and not the allocation to
the Profit Sharing Contributions Account of each Participant based upon assets
withdrawn from the suspense account established in accordance with the
requirements for such Exempt Loan.


ARTICLE XVI
TOP HEAVY PROVISIONS

      16.01  Definitions.  The following definitions shall apply for purposes
of this Article XVI:

      (a)   Aggregation Group.  "Aggregation Group" shall mean the following:

            (1)   Each plan of the Employer in which a Key Employee is a
Participant;

            (2)   Each other plan of the Employer (including a terminated plan
of the Employer if it was maintained within the last five (5) years ending on
the Determination Date for the Plan Year being tested for Top Heavy status)
that allows a plan covering a Key Employee to meet qualification requirements
under the coverage rules of Section 410 or the anti-discrimination rules of
Code Section 401(a)(4);

            (3)   At the option of the Employer, any other Plan maintained by
the Employer as long as the expanded Aggregation Group including such plan or
plans continues to satisfy the coverage rules of Section 410 and the anti-
discrimination rules of Code Section 401(a)(4).

      (b)   Determination Date.  "Determination Date" shall mean the last day
of the Plan Year preceding the Plan year that is being tested for Top Heavy
status.  In the first Plan year, the Determination Date shall mean the last day
of the Plan Year that is being tested for Top Heavy status.

      (c)   Key Employee.  "Key Employee" means any Employee, former Employee,
or beneficiary of such Employees, who at any time during the Plan Year or the
four preceding Plan Years is:

            (1)   an officer having Annual Compensation from the Employer
greater than 50% of the Section 415(b)(1)(A) dollar limit (as adjusted and in
effect for that Plan Year);

            (2)   one of ten employees having Annual Compensation from the
Employer of more than the limitation in effect under Code Section 415(c)(1)(A),
and owning (or considered as owning within the meaning of Code Section 318)
both more than an .5% interest as well as one of the ten largest interests in
the Employer.  However, if two employees have the same ownership interest in
the Employer, the Employee having the greater Annual Compensation shall be
treated as having the larger interest.

            (3)   a 5% owner of the Employer, or

            (4)   a 1% owner of the Employer having an Annual Compensation from
the Employer of more than $150,000.

      (d)   Non-Key Employee.  "Non-Key Employee" means any Employee who is not
a Key employee.  Non-Key employees include Employees who are former key
Employees.

      16.02  Determination of Top Heavy Status.  The Plan will be considered
Top Heavy if, as of the Determination Date, the present value of cumulative
accrued benefits under the Plan for Key Employees exceeds 60% of the present
value of the cumulative accrued benefits under the Plan for all Employees.  In
determining the ratio of accrued benefits for Key Employees to all other
Employees, the Plan Administrator shall use the procedure as outlined in Code
Section 416(g) which is incorporated herein by reference.  In determining
whether the Plan is considered Top Heavy, all plans within the Aggregation
Group will be utilized for the calculation.  For this purpose, all Employer
Contributions, including Compensation Deferral Contributions, and forfeitures
shall be taken into account in determining the contribution percentage made on
behalf of any Key Employee.

      Solely for the purpose of determining if the Plan, or any other plan
included in the Aggregation Group is Top Heavy, the accrued benefit of an
Employee other than a Key Employee shall be determined under.

      (a)   the method; if any, that uniformly applies for accrual purposes
under all plans maintained by the Employer or the Company, or

      (b)   if there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the fractional accrual
rate of Code Section 411(b)(1)(C).

      The present value of cumulative accrued benefits of a Participant who has
not been credited with an Hour of Service for the Employer maintaining the Plan
during the five year period ending on the Determination Date will be
disregarded for purposes of this Article XVI.

      16.03  Combination of Defined Benefit and Defined Contribution Plan.  In
the event the Plan is deemed to be Top Heavy, the defined benefit and defined
contribution fraction set forth in Section 7.01 will be calculated by
substituting 1.0 for 1.25.  If a Non-Key Employee participates in this Plan and
a defined benefit plan that are both Top Heavy, the minimum contribution
requirement for this Plan and the minimum benefit requirement for the defined
benefit plan, pursuant to Code Section 416, will be satisfied if such
Participant is provided with a contribution to the Plan equal to 5% of Annual
Compensation.

      16.04  Minimum Contribution.  In the event that the Plan in aggregation
with any other Defined Contribution Plans of the Employer is determined to be
Top Heavy, the Participants who are Non-Key Employees will be eligible for a
minimum contribution for such Plan Year.  This minimum contribution that shall
be allocated to the Profit Sharing Contributions Account of each Participant
who is a Non-Key Employee, will be contributed to this Plan in an amount equal
to 3% of Annual Compensation or if less, the largest contribution percentage of
Annual Compensation (taking into account all Employer Contributions, including
Compensation Deferral Contributions, and forfeitures) provided on behalf of any
Key Employee.  The minimum contribution required by this Section shall be made
on behalf of such Participants who are employed as of the last day of the Plan
year regardless of the numbers of Hours of Service credited to each Participant
for such Plan Year, regardless of such Participant's level of Annual
Compensation and regardless of whether such Participant is authorizing
Compensation Deferral Contributions to the Plan.  If this minimum contribution
is provided by another Defined Contribution Plan of the Employer, then this
Section will not apply to this Plan.  If part of this minimum contribution is
provided by another Defined Contribution Plan of the Employer, then the balance
of the minimum contribution shall be provided by this Plan.  Compensation
Deferral Contributions of Non-Key Employees shall not be considered as part of
the minimum contribution required by this Section.

      16.05  Minimum Vesting.  In the event the Plan is determined to be Top
Heavy, each Participant shall have a nonforfeitable interest in his Accounts at
least equal to the following schedule:

Years of Service             Nonforfeitable Percentage
Less than 3                              0%
3 or More                              100%

      The above schedule shall not apply where the nonforfeitable interest in
the Participant's Accounts would be greater under Article V of the Plan.